COOPERATION AGREEMENT FOR RESEARCH BETWEEN SÃO PAULO RESEARCH FOUNDATION AND UNIVERITY OF HAIFA, ISRAEL
The SÃO PAULO RESEARCH 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, in the exercise of the powers 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 UNIVERITY OF HAIFA, ISRAEL represented by its President, Mr. AMOS SHAPIRA and its Rector, Prof. DAVID FARAGGI, hereinafter referred to as UH and both hereinafter referred to as "Parties”:
CONSIDERING the importance of promoting cooperation in scientific and technological research between Israel and the Sao Paulo State, Brazil, wishing to strengthen this cooperation on the basis of equality and mutual benefit;
CONSIDERING 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 collaboration in scientific research and technological development in priority areas of interest to both parties, fostering bilateral cooperation;
Agree as follow:
Through this Cooperation Agreement, the Parties will implement scientific and technological cooperation between researchers from UH - Israel and from the State of São 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 UH, including but not limited to, scientific exchange visits, workshops and bilateral scientific seminars;
a. In case of scientific exchange, the Parties will appreciate proposals that contribute to prepare the base for 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 actions according to Clause 2 and in accordance with the scientific relevance and the national legislation in each 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 actions, the Parties may provide, by 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 Parities may establish joint procedures for the submission and review of the proposals in case of mutual interest and the decision of the Steering Committee.
f) A proposal shall not bind the Parties unless it was approved in writing by both Parties. Neither Party shall be entitled to incur or purport to incur any liability or commitment on behalf of the other Party or make or give any promises, undertakings, representations, warranties or guarantees on the other Party’s behalf.
For each of the research projects that are approved as specified above by both Parties, the UH will assume the funding of research teams from ISRAEL 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 UH will contribute with up to $ 1,000,000 (one million US$) per year during 5 (five) years, and FAPESP will contribute with the equivalent in Brazilian Reais to up to $ 1,000,000 (one million US$) per year during 5 (five) years, for funding the projects selected under this Agreement.
6. Specific Agreements
The terms of collaboration and the necessary funding for each program, project and/or activity resulting from the Cooperation Agreement shall be mutually negotiated, discussed and agreed upon in writing by both Parties in separate specific agreements prior to the initiation of any particular program or activity, and therefore it is specifically agreed that notwithstanding section 5 above, this Agreement in itself does not impose any financial obligation on either party and such obligation is subject to the execution of a specific agreement between the parties and pursuant to the terms contained therein .
Besides implementation modalities specifying academic, organizational, technical and financial aspects, specific agreements shall contain terms relating to intellectual property rights and procedures for publication etc.
7. 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 specific agreements and 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.
b) 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.
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 an written amendment to this Agreement.
Either Party may terminate this Agreement by written notice, with a period of 90 days 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:
Rua Pio XI, 1500 – Alto da Lapa
CEP 05468-901 – São Paulo / SP – Brasil
Att.: Scientific Director
University of Haifa/ External Relations
Mt. Carmel Haifa 31905/ ISRAEL
Dr. Sharon Link
Att: Research Authority
This Agreement may be amended by mutual written consent of the Parties and made official by Addenda.
a) Each Party covers its own administration costs regarding its contribution to the call, unless otherwise jointly decided in writing.
b) This Agreement is subject to the availability of funds in the budget 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 will be terminated without liability to the Parties that should agree how to conclude the actions in progress to date of notification of termination by either party.
Signed on December 11, 2013, in two original copies in English and Portuguese, both texts being equally authentic.
UNIVERSITY OF HAIFA, ISRAEL