COOPERATION AGREEMENT FOR RESEARCH BETWEEN THE SÃO PAULO RESEARCH FOUNDATION AND STICHTING DUTCH POLYMER INSTITUTE
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, 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 Stichting Dutch Polymer Institute, for this purpose represented by Dr Jacques Joosten, Managing Director, having its registered office at John F. Kennedylaan 2, 5612 AB Eindhoven, the Netherlands, hereinafter referred to as DPI and both hereinafter referred as “Parties”:
- FAPESP is an independent public foundation with the mission to foster research, scientific and technological development of the State of São Paulo.
- DPI is a foundation with the aim to facilitate collaboration between industry and academia where fundamental research with industrial relevance is executed by participating universities and other knowledge institutes in the field of synthesis, processing and application of polymers and polymer materials and where dissemination and transfer of knowledge takes place towards industry.
- FAPESP and DPI intend to collaborate in a Joint Call for Proposals (CFP), with the aim of promoting and supporting research projects involving collaboration between scientists working in public or private research or teaching institutions in the State of São Paulo, Brazil and scientists associated to DPI in the Netherlands.
- The research projects should help to develop scientific and technological competencies, foster strategic alliances for scientific and technological development, promote the dissemination of knowledge and generate results which potentially could lead to applications in the field of polymers, of interest to FAPESP and DPI.
- This Cooperation Agreement sets out the principles and procedures to be adopted by the Parties in:
a) opening call for proposals;
b) receiving joint proposals;
c) setting up peer review and selection procedures;
d) providing funding for the proposals selected;
e) dissemination of Intellectual Property.
Agree as follow:
1. Intentions – Organisation of the Collaboration
a) FAPESP and DPI have agreed to establish a scheme for joint funding of collaborative research projects in the fields of Annex I.
b) The Parties will nominate a Steering Committee composed of four members, two indicated by DPI and two by FAPESP.
c) The Steering Committee will prepare the Calls for Proposals and decide on other pertinent matters, according to Annex II.
d) Both FAPESP and DPI may relieve or appoint their representatives to the Joint Steering Committee at any time, without consultation of the other party, but informing the other party within 24 h.
2. Submission of Proposals
a) FAPESP and DPI will prepare and issue calls for joint research proposals:
a.1) FAPESP and DPI will precise the frame, submission conditions, eligibility rules and evaluation process of such projects.
b) The DPI applicants must comply with DPI’s eligibility rules for research grant applications.
c) The applicants from the State of São Paulo must comply with FAPESP’s eligibility rules for research grant application.
d) The parties that have been granted a DPI project follow DPI rules and the parties that have been granted a FAPESP project are subject to FAPESP’s rules.
e) The proposals must be unique, i.e., written jointly by the DPI and São Paulo researchers that will collaborate.
f) The proposals shall be submitted simultaneously, by the Brazilian researchers to FAPESP and by the DPI researchers to DPI.
f.1) Proposals submitted to only one party will not be eligible.
g) The proposals shall be written in English.
h) After closure date for the Call for Proposals DPI and FAPESP will exchange a listing of the proposals received by each institution.
i) Each proposal must have a principal investigator in the Netherlands and a principal investigator in São Paulo, designated in the submission forms their respective organization.
2.1 Proposal formatting
Each part will use its own submission forms.
3. Evaluation of Project Proposals
a) The DPI and FAPESP will implement evaluation of the proposals according to their own evaluation rules, and will rank the proposals based on scientific quality and interest.
b) The most important evaluation criteria:
b.1) Scientific quality and originality of the joint research plan;
b.2) Added value to be expected from the DPI-FAPESP research collaboration.
c) Other important evaluation criteria:
c.1) Feasibility of the joint research plan;
c.2) Competence and expertise of the DPI and São Paulo scientists teams;
c.3) Balanced cooperation.
d) Based on the scientific evaluation national ranking and consensus reached through discussions, the Parties will agree on the joint projects to be funded.
a) For the selected proposals DPI will fund the part to be developed by DPI scientists and FAPESP will fund the part to be developed by the Brazilian scientists.
b) The funding should cover the costs of e.g. research expenses, fellowships for graduate students and post doctoral positions, and travel expenses according to each Parties funding rules.
c) The funding decisions will be made independently, but based on the mutual agreement, according to the Parties respective rules, regulations and practices.
d) The parties will each contribute up to the equivalent of 125.000€ (one hundred and twenty five thousand euros) per year for funding the projects selected under this Agreement.
5. Timetable and Announcement of Decision
a) The Parties agree to ensure that all decisions on proposals to be funded according to timetables to be agreed upon in each case.
b) FAPESP and DPI will synchronise the communication on the selected projects.
FAPESP and DPI agree to keep confidential the content of the proposals submitted for evaluation in the scope of this Collaboration Agreement including any other information received marked as Confidential Information or of which the receiver knew or could have known its confidential nature. To the extent necessary the employees or partners of the Parties to this Collaboration Agreement and/or any third parties having access to any such Confidential Information will sign a separate Confidentiality Agreement or Declaration, as the case may be.
7. Intellectual Property (IP)
a) Scientists and their institutions will be bound to ensure the effective protection and correct distribution of intellectual property rights resulting from projects under the Collaboration Agreement between FAPESP and DPI and funded by either FAPESP or DPI.
b) All Intellectual Property rights resulting from research projects or workpackges funded by FAPESP only shall be subject to the applicable FAPESP rules on intellectual property rights.
c) All Intellectual Property rights related to IP resulting from research projects or workpackges funded by DPI only shall be subject to DPI rules.
d) In case where Intellectual Property rights were generated based on results from projects funded by FAPESP and DPI, there will be joint ownership between DPI and FAPESP and/or the São Paulo Research Institution. In such case the generating parties will in good faith endeavour to establish a Joint Ownership Agreement regarding the allocation and terms of exercising that joint ownership, including the exploitation of the IP by the co-owners or third parties, taking into account the relevant provisions on intellectual property rights of both FAPESP and DPI. In any case, the co-owners will have first right of refusal in relation to the transfer of those Intellectual Property rights.
a) The Principal Investigators on behalf of their participating teams will submit to both Parties a common brief yearly scientific progress report on the overall project complemented by a brief report from each team. Financial reporting will follow the rules of each Party.
b) At the end of each project a formal final report will be submitted to each Party according to each Party’s reporting rules.
Due acknowledgement of support received from FAPESP and DPI should be made according to FAPESP or DPI publication policy, whichever applies
a) Each Party covers its own administration costs regarding its contribution to the call, unless otherwise jointly decided.
b) This Collaboration 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) This Collaboration Agreement may only be amended by a document signed by both Parties and identified as an Addendum to this Collaboration Agreement.
d) The Parties shall maintain the highest ethical and legal standards in funding research under this Collaboration Agreement.
10. Term of this Agreement
For each Party, the Agreement will come into force on the date of signature by the Party’s authorized representative and shall remain in force until the end of the funded projects unless terminated earlier.
a) Each Party can terminate this Agreement at any time by written notice to the other Party of its intention of termination with a minimal notice period of 1 (one) month. This termination will not affect any joint activities, which are ongoing at the time it occurs. In any such cases the Parties will in good faith agree on the consequences of such earlier termination on any such joint activities, if any.
b) The Agreement may be amended or modified by written agreement of all signatories or their substitutes.
c) This Agreement is a mutual statement among Parties, who agree to make every reasonable effort to fulfill the expressed here.
d) 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.
11. Dispute resolution and applicable Law
The Parties to this Agreement will first attempt to settle any doubts or disagreements resulting from the execution of this Agreement in an amicable way by submitting it to the Steering Committee.
Any remaining disputes which cannot be resolved in an amicable way, may either be submitted to the competent court of the State of São Paulo, Brazil and shall be governed by the laws of Brazil in the case FAPESP is the defending Party and shall be governed by Dutch law in the case DPI is the defending Party.
In full and mutual agreement, this Agreement is signed in four copies in two language versions, in English and in Portuguese, both texts being equally authentic.
Date of signature: May 12, 2014
a) The Joint Steering Committee will have the following responsibilities:
a.1) Specify themes, after consultation to the Parties, for the Joint Call for Proposals (JCFP);
a.2) Pre-select the received proposals according to their adherence to the terms and themes of the corresponding Joint Call for Proposals;
a.3) Supervise the research proposals, fostering the collaboration among the scientists and exchange of students participating in each one of the selected projects;
a.4) Find solutions to all technical, administrative and financial questions that may arise during the term of the present Agreement.
The Steering Committee at least will be composed of FAPESP’s and DPI’s scientific directors (or an indicated representative when necessary), eventually complemented by the scientific chairman of the respective technology area(s), and scientist(s) of FAPESP, knowledgeable in the field of interest.
DPI and FAPESP agree to have the joint funding of collaborative research projects in the area(s) of interest to FAPESP and DPI, and decided by the Joint Steering Committee in the Call for Proposals.