THIS RESEARCH COOPERATION AGREEMENT is made on the 12 May 2014,
FUNDAÇÃO DE AMPARO À PESQUISA DO ESTADO DE SÃO PAULO (FAPESP), whose principal place of business is at Rua Pio XI, 1500, Alto da Lapa – CEP 05468-901, São Paulo, SP, Brazil, hereinafter referred to as (“ FAPESP”), on the one hand,
UNIVERSITÉ DE MONTRÉAL, located in Montreal, Canada;
UNIVERSITE LIBRE DE BRUXELLES, located in Brussels, Belgium; e
UNIVERSITÉ DE GENÈVE, located in Geneva, Switzerland
(collectively referred to as “G3”), on the other hand
All hereinafter referred to as "Parties”:
By an agreement signed on 26 September 2012, the Université de Montréal, Université libre de Bruxelles and Université de Genève created the G3 Partnership of top French-speaking comprehensive universities. By the present Agreement, they wish to install a tool to promote scientific cooperation between them and the State of Sao Paulo, Brazil.
The Parties agree on the importance of cooperation in all areas of knowledge and each desire to allocate funds for research projects involving researchers from the G3 Universities and those covered by FAPESP in the State of São Paulo, Brazil, on the terms contained in this Agreement.
AGREED AS FOLLOWS:
1.1 The following words and expressions shall have the meanings set out below:
“Commencement Date” means the date of the signature of this Agreement;
“Intellectual Property” means any intellectual property rights of any description including, but not limited to, patents, copyrights, registered and unregistered design rights, know-how, database rights, registered and unregistered trademarks, service marks, logos or marks of a similar nature, and any other rights in any invention, discovery or process, existing in any jurisdiction, and the rights are equally applied;
“Joint Management Board” means the committee in charge of the management of the cooperation program;
“Researchers” means academic researchers employed by the G3 Universities and academic researchers based in the State of São Paulo, Brazil (in the case of FAPESP);
“Term” means the period of five (5) years from the Commencement Date of this Agreement.
1.2 Any reference in this Agreement to any statute or statutory provision shall be construed as including a reference to that statute or statutory provision as from time to time amended, modified, extended or re-enacted.
2. Commencement and Duration
2.1 This Agreement shall come into effect on the Commencement Date and shall continue in force for the Term unless terminated in accordance with Clause 7.
2.2 This Agreement may be extended for successive Terms by written agreement signed by the duly authorized representatives of the Parties.
3. Funding of Research Projects
Each Party may fund certain collaborative research projects proposed by their respective Researchers under the following conditions:
3.1 The G3 Universities shall establish a discretional pump-priming fund for the purposes of funding its Researchers under this Agreement. Details of this fund such as the contribution of each G3 University will be discussed between the institutions.
3.2 FAPESP shall establish a discretional pump-priming fund for the purposes of funding its Researchers under this Agreement.
3.3 For the avoidance of doubt, this Agreement creates no obligation on either Party to fund any of the other Partie’s Researchers.
3.4 Under this Agreement, each Party will issue a joint call inviting their respective Researchers to submit research proposals in any academic discipline to support a collaborative research project involving Researchers of other Parties.
3.5 Each year, the parties will agree, by written agreement that shall be annexed to the present one, upon the total budget of the fund, the maximum amount to be awarded for each successful project and the maximum number of proposals to be funded. The funds will be granted only if the Parties approve the proposal. Proposals receiving funds from the Parties shall not be precluded from receiving funds from other sources. Each successful research project will be awarded up to US$ 20, 000.00 each year by each Party for a maximum period of two (2) years.
3.6 Each Party will be responsible for and establish its own policies for receiving, coordinating, administrating, reviewing, and assessing research proposals and disbursing funds under clause 3.4.
3.7 For the avoidance of doubt, the existence of this Agreement does not prevent or restrict either Party from entering into cooperation agreements with other institutions.
4.1 To implement this Agreement, the Parties shall establish a joint Call for Research Proposals, based on the specific agreements mentioned at article 3.5 and including rules and regulations for attribution and use of funds, in accordance with national legislation in each country of the Parties and their own budget availability.
4.2 The Parties will appoint two (2) representatives, one (1) from each institution, which will be responsible for drafting the Call for Research Proposals and for the continuation of this Agreement.
4.3 The representatives aforementioned shall monitor the submittal of projects from each Party and monitor the development and performance of the projects, through mandatory project reports.
4.4 At least once per year for the duration of this agreement, the representatives aforementioned will convene in a meeting (which may be held by teleconference) to discuss the results of the cooperation and determine the common strategy to be followed in the following year.
4.5 For the elaboration of the Call for Research Proposals, the Parties may provide, by separate written agreement, the most appropriate procedures including mechanisms such as: delegation meetings, workshops, correspondence and other procedures.
5. Restrictions on the Parties
5.1 During the course of this Agreement, the Parties shall not:
5.1.1 use the other Party’s name or logo or marks and/or the name of any of its Researchers without the prior written approval from that Party and/or the individual Researcher;
5.1.2 use advertising copy in relation to this Agreement without the prior written approval of the Parties;
5.1.3 delegate any duties or obligations arising under this Agreement to third parties other than may be expressly approved in writing by the Parties; or
5.1.4 make a financial or legal commitment on behalf of the other Parties.
6. Compliance with Laws
6.1 All the Parties shall comply fully with all applicable local, state, and federal government and international laws, regulations and guidelines which are effective during the Term, including those governing health and safety, data protection and equal opportunities and matters such as race and gender equality, disability, age, religion and sexual orientation.
7.1 Either Party may terminate this Agreement by notice, in any of the following circumstances:
7.1.1 Any of the Parties fails to comply with its obligations under this Agreement, being notified by the other Parties specifying the violation and requiring it to be remedied, and the Party, in breach, fails to remediate it within a period of thirty (30) calendar days. This clause is valid provided that the violation can be remedied, although nothing in this clause is intended to require a prior notification by either Party of any noncompliance before measures are taken;
7.1.2 Any Party engages in any conduct prejudicial to the reputation of other Party(ies) or its/their marketing and promotion generally;
7.1.3 Any Party may terminate this Agreement for no cause on giving the other Party (ies) not less than six (6) months’ notice in writing.
7.2 If this Agreement is terminated for any reason, then with effect from the date that the notice of termination is served, no further projects shall be commenced. However, each Party will, where reasonable and possible to do so, continue to provide and allow completion of all research projects commenced before the date of such termination as if the Agreement had not been terminated.
8. Force Majeure
8.1 A Party shall not be liable for failure to perform its obligations under this Agreement, nor be liable to any claim for compensation or damage, nor be deemed to be in breach of this Agreement, if such failure arises from an occurrence or circumstances beyond the reasonable control of that Party, including, without limitation, war, terrorism, industrial disputes, fire, flood, tempest and national emergency. Should a Party be so delayed, prevented or impeded, it shall promptly inform the other Parties of the nature of the relevant cause and of the expected duration of the delay or impediment.
8.2 If a Party affected by such an occurrence causes a delay of three (3) months or more, and if such delay may reasonably be anticipated to continue, then the Parties shall discuss whether the continuation is viable or whether the Agreement should be terminated.
9.1 During the term of this Agreement and for a period of five (5) years thereafter, each Party will keep strictly confidential any information disclosed by the other Party(ies) which the disclosing Party(ies) identifies as confidential information (“Confidential Information”). The receiving Party will only use the Confidential Information in the performance of this Agreement.
9.2 Confidential Information does not include information that: (i) is or becomes publicly available other than by breach of confidentiality by the receiving Party(ies); (ii) is communicated to the receiving Party(ies) without any obligation of confidence by a third party who is not itself under any obligation of confidentiality; (iii) is already in the possession of the receiving Party(ies), as evidenced by written records; or (iv) is required to be disclosed by applicable law, regulatory authority, or court order.
9.3 This Article 9 shall survive any termination or expiration of this Agreement for the period stated in clause 9.1.
10. Intellectual Property Rights
10.1 Nothing in this Agreement shall be construed as granting either Party any right, title, or interest in any of the other Party(ies)’s pre-existing Intellectual Property.
10.2 All new Intellectual Property arising out of a research project shall belong to the Party that created it, in conformity with the Intellectual Property Politics of each Party.
11.1 Each of the Parties warrants its power to enter into this Agreement and carry out its obligations hereunder.
11.2 Each Party acknowledges that this Agreement contains the whole agreement between the Parties and that it has not relied upon any oral or written representation made to it by the other or its employees or agents and has made its own independent investigations into all relevant matters. The guarantees above are the only ones given by the Parties. Any other guarantee, whether written or oral, express or implied, is deemed non-existent. However, this clause shall not be construed as excluding liability for fraud.
11.3 This Agreement supersedes any prior agreement between the Parties whether written or oral, express or implied, and any such prior agreements are deemed cancelled but without prejudice to any rights which have already accrued to either of the Parties.
11.4 Any notice to be served on either of the Parties, by the other, shall be sent by airmail or by facsimile and shall be deemed to have been received by the addressee on the fifth day after the date of posting, or on the next business day if sent by facsimile to the correct number and a transmission report can be produced. Notice shall be sent to the following addresses:
Diretor Científico - FAPESP
Rua Pio XI, 1500
São Paulo SP, CEP 05468-901
Tel: +55 (11) 3838-4010
Fax: +55 (11) 3838-4111
Direction des relations internationales
Université de Montréal
3744, Jean-Brillant Bureau 581
Montréal, Québec, H3T 1P1 - Canada
Tel : +1- 514-343-5619
Fax: +1-514- 343- 7138
To Université Libre de Bruxelles:
Service des relations internationales
Université Libre de Bruxelles
Avenue Jeanne 52
1050 Bruxelles - Belgium
Tel: +32 (0)2.650.67.05
Fax: +32 (0)2.650.35.82
To Université de Genève:
Service des relations internationales
Université de Genève
Uni Mail Bureau - R050
Bd du Pont-d'Arve 40
1211 GENÈVE 4 - Switzerland
Tel: +41 22 379 85 88
Fax : +41 22 379 80 80
11.5 The failure by either Party to enforce, at any time or for any period, any of the terms or conditions of this Agreement, shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.
11.6 Each Party shall not assign or sub-contract any of its rights or duties under this Agreement without the written consent of the other Parties, being such consent not unreasonably to be withheld.
11.7 This Agreement is not intended to establish, and shall not be construed by a Party as establishing any form of business partnership, joint venture, employment or independent contractor between themselves or to have created the relationship of principal and agent, a membership or any other legal entity between the Parties, other than as specifically and expressly set out herein.
11.8 Except as otherwise expressly provided for herein, nothing in this Agreement shall confer or purport to confer on any other party any benefit or any right to enforce any term of this Agreement.
11.9 Each Party agrees to comply with, and provide reasonable assistance to the other Parties in relation to their relevant national data protection and freedom of information legislation, in so far as this legislation relates to this Agreement.
11.10 This Agreement shall be amended, modified, extended or re-enacted by written agreement signed by the duly authorized representatives of the Parties.
11.11 The Parties shall attempt to settle amicably any disputes that may arise between them concerning the validity, interpretation and/or performance of this Agreement.
This Agreement is completed in two original copies in English and Portuguese, both texts being equally authentic.
This Agreement is hereby signed in four (4) copies in each language, with one (1) copy of each remaining in the possession of each Party.
FUNDAÇÃO DE AMPARO À PESQUISA DO ESTADO DE SÃO PAULO
UNIVERSITÉ DE MONTRÉAL
UNIVERSITÉ LIBRE DE BRUXELLES
Vice-Rector for International Relations
UNIVERSITÉ DE GENÈVE