COOPERATION AGREEMENT FOR RESEARCH BETWEEN SAO PAULO STATE FOUNDATION AND VANDERBILT UNIVERSITY
The SAO PAULO STATE FOUNDATION - FAPESP , established by Law nº 5.918, of October 18th, 1960, with headquarters at Rua Pio XI, 1500, Alto da Lapa, São Paulo, SP, enrolled in CNPJ/MF under nº 43.828.151/0001-45, herein represented according to article 11, “a” of Law nº 5.918, combined with its General Rule approved by Decree n° 40.132, of May 23, 1962, represented by its President, Prof. Dr. Celso Lafer, delegated by Act of the Governor of the State of São Paulo, published in the Official Gazette of the State, of July 30, 2013, hereinafter referred to as FAPESP, and the VANDERBILT UNIVERSITY, a Tennessee non-profit corporation with its principal place of business in Nashville, Tennessee, represented by its Provost and Vice Chancellor for Academic Affairs, Richard McCarty, PhD, referred to as VU and both hereinafter referred to as "Parties”:
CONSIDERING the importance of promoting cooperation in scientific and technological research between the USA and the State of Sao Paulo, Brazil, and wishing to strengthen this cooperation on the basis of equality and mutual benefit;
CONSIDERING the need to strengthen the links between the scientific communities of both countries and also to encourage new forms of collaboration between its research centers;
WISHING to promote initiatives and collaboration in scientific research and technological development in priority areas of interest to both parties, and to foster bilateral cooperation;
Agree as follow:
Through this Cooperation Agreement, the Parties will implement scientific and technological cooperation between researchers from USA and from the State of Sao Paulo, Brazil, through the funding of joint research projects.
2. Methods of Collaboration
The Parties will promote such collaboration, observing its international obligations and domestic laws and other existing regulations through mechanisms such as:
a) Implementation of joint research projects on issues of common concern, exchanging knowledge and results;
b) Organization of scientific and technological seminars, specialized workshops, symposia and other scientific meetings of mutual interest, to promote interaction between institutions and research groups relevant to both countries, with the goal of identifying future areas for cooperation;
c) Activities of scientific exchange that will help prepare the ground for the development of cooperative research projects between teams from São Paulo and from VU, including but not limited to, scientific exchange visits, workshops and bilateral scientific seminars;
i. In cases of scientific exchange, the Parties will appreciate proposals that contribute to the preparation of a joint research proposal.
3. Scientific Areas
The activities mentioned in the first item could be developed, in principle, in all areas of knowledge. Areas of interest can be specified by the Steering Committee, in the calls for research proposals.
a) The Parties will establish one or more projects according to Clause 2 and in accordance with the scientific relevance and the national legislation in each country of the Parties and their own budget availability.
b) The Parties will appoint two representatives, one from each agency, which will form a Joint Steering Committee responsible for the continuation of this Agreement and for drafting the call for proposals.
c) For the elaboration of the projects, the Parties shall provide, by future written agreement, the most appropriate procedures including mechanisms such as: delegation meetings, workshops, correspondence and other procedures.
d) Each Party will receive and review the proposals according to its own criteria and rules. After the revision of the proposals, the Parties will decide in a meeting which proposals will be supported.
e) The Parties may establish joint procedures for the submission and review of the proposals in case of mutual interest and the decision of the Steering Committee.
For each of the research projects that are approved, the VU will assume the funding of research teams from VU, USA and FAPESP of the research teams from the State of Sao Paulo, Brazil, in all cases according to their national rules and regulations and budget availability.
The Parties will each contribute up to the equivalent of $20,000 USD, per year, for funding the projects selected under this Agreement.
6. Intellectual Property
a) The Parties agree that when the actions taken by virtue of this Agreement result in products of commercial value and intellectual property rights, they will be regulated by national legislation and international conventions in force. Participants should also observe the Intellectual Property Policy of the Party responsible for the funding of their team. The parties shall in a written agreement for each Project specify in greater detail the intellectual property rights of each Party.
b) In the absence of future written agreement it is understood that the Party whose personnel or employees have made the invention or creation shall own all rights in the creation. In the case of joint ownership of Intellectual Property, the relevant parties will in good faith endeavor to establish a joint ownership agreement regarding the allocation and terms of exercising that joint ownership, taking into account the relevant contributions of the parties. The Parties shall each make these terms explicit to the personnel from each institution who are participating in a project.
This Agreement shall be valid for a period of 5 (five) years from the date of its signing and may be extended by mutual agreement between the Parties in a written amendment to this Agreement.
The Party may terminate this Agreement by written notice, with a period of six months in advance.
The termination of this Agreement shall not bring harm to the implementation of projects and programs already approved or which had already started, in which case the Parties should keep their budget for the projects and programs during the term of its validity.
Any notice to be served on either of the Parties by the other shall be made in writing and shall be sent to the following addresses:
Carlos Henrique de Brito Cruz
Rua Pio XI, 1500 – Alto da Lapa
CEP 05468-901 – São Paulo / SP – Brasil
Timothy P. McNamara
Vice Provost for Faculty and International Affairs
105 Kirkland Hall
Nashville, TN 37240
This Agreement may be amended by mutual consent of the Parties in writing and made official by Addenda.
a) Each Party covers its own administration costs regarding its contribution to the call, unless otherwise jointly decided.
b) This Agreement is subject to the availability of funds in the budgets of the Parties and the applicable laws and regulations of their respective countries.
c) The Parties shall maintain the highest ethical and legal standards in funding research under this Agreement.
d) The Parties agree that this Agreement is produced in good faith, so that any dispute and / or interpretation arising therefrom in relation to its implementation, execution and compliance will be resolved jointly by them and shall be in writing. If no agreement is reached between the Parties, this document may be terminated by either upon notice. In that event the Parties should agree how to conclude the actions in progress as of the date of notification of termination by either party.
Signed in two original copies in English and Portuguese, both texts being equally authentic.
Date of signature: April 23, 2014
Provost and Vice Chancellor for Academic Affairs