MEMORANDUM OF AGREEMENT (“MoA”) FOR RESEARCH BETWEEN FUNDAÇÃO DE AMPARO À PESQUISA DO ESTADO DE SÃO PAULO AND THE QUEEN’S UNIVERSITY OF BELFAST
The RESEARCH FOUNDATION OF SÃO PAULO - 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, 2013/07/13 hereinafter referred to as FAPESP, and THE QUEEN’S UNIVERSITY OF BELFAST of University Road, Belfast, BT7 1NN, represented by Scott Rutherford, Director of Research and Enterprise, hereinafter referred to as Queen’s and both hereinafter referred to as "Parties”:
CONSIDERING the importance of promoting cooperation in academic research between Northern Ireland and the Sao Paulo State, Brazil;
WISHING to strengthen this cooperation on the basis of equality and mutual benefit;
CONSIDERING the need to strengthen the links between the academic communities of both countries and also to encourage new forms of collaboration between its research centers; and
WISHING to promote collaborative initiatives in academic research in priority areas of interest to both Parties, fostering bilateral cooperation,
The Parties agree as follow:
Through this MoA, the Parties wish to implement academic cooperation between researchers from Queen’s 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 their 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 research seminars, specialized workshops, symposia and other academic 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) Academic exchange activities that will help prepare the grounds for the development of cooperative research projects between teams from São Paulo and from Queen’s, including but not limited to, academic exchange visits, workshops and bilateral academic seminars (“Activities”). In relation to academic exchange, the Parties will consider proposals that will contribute to the preparation of joint research proposals.
3. Scientific Areas
The Activities could be developed, in principle, across all knowledge areas. Areas of interest can be specified by the Steering Committee (defined at paragraph 4(b) of this MoA), in the calls for research proposals.
a) The Parties will work together on one or more Activities that fall within the provisions of clause 2 above and in accordance with the academic relevance and the national legislation applicable to each of the Parties as well as their own budget availability.
b) The Parties will appoint two representatives one from each Party, which will form a Joint Steering Committee responsible for the continuation of co-operation under the terms of this MoA and for drafting the call for proposals for research projects.
c) In relation to the Activities, the Parties shall endeavor to agree to the most appropriate procedures including mechanics 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.
a) For each of the research projects that are approved, Queen’s will assume the funding of research teams from Northern Ireland and FAPESP will assume the funding of the research teams from the State of Sao Paulo, Brazil, in all cases according to their national rules and regulations and budget availability.
b) Subject to the terms of this MoA, Queen’s will contribute up to £100,000.00 (One Hundred Thousand Pounds Sterling) and FAPESP will contribute with the equivalent in Brazilian Reais to up to £100,000.00 (One hundred Thousand Pounds Sterling) for funding of collaborative activities under this MoA.
6. Intellectual Property
a) Nothing in this MoA shall be construed as granting either Party any right, title, or interest in any of the other Party’s pre-existing intellectual property.
b) The Parties agree that when the actions taken by virtue of this Agreement result in products of commercial value and intellectual property rights, such products and intellectual property rights will be regulated by applicable national legislation and international conventions in force. Participant institutions and researchers should also observe the Intellectual Property Policy of the Party responsible for the funding of their team.
c) New intellectual property developed under a research project by a researcher who is an employee of Queen’s shall belong solely to Queen’s. New Intellectual Property developed under a research project by a researcher of FAPESP shall belong to FAPESP or to the employer of the researcher.
a) During the term of this MoA and for a period of five (5) years thereafter, each Party will keep strictly confidential any information disclosed by the other Party which the disclosing Party identifies as confidential information (“Confidential Information”). The receiving Party will only use the Confidential Information in the performance of this MoA .
b) Confidential Information does not include information that (i) is or becomes publicly available other than by breach of confidentiality by the receiving Party; (ii) is communicated to the receiving Party 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, as evidence by written records; or (iv) is required to be disclosed by applicable law, regulatory authority, or court order.
c) This Paragraph 7 shall survive any termination or expiration of this MoA for the period stated herein.
a) This MoA 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 MoA. Either Party may terminate this MoA by six (06) months prior written notice.
b) The termination of this Agreement shall be without prejudice to the parties obligations in relation to any projects which have already commenced prior to the date of termination and the parties shall complete those projects in accordance with the terms of the agreed budget.
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
The Queen’s University of Belfast
Att.: Scott Rutherford, Director of Research and Enterprise
This MoA may be amended only by mutual written consent of the Parties.
11. Legal Status
a) This MoU is intended to be legally binding and shall in respect of any claim made by FAPESP against Queen’s be governed and construed in accordance with the laws of São Paulo and in respect of any claim made by Queen’s against FAPESP be governed and construed in accordance with the laws of Northern Ireland.
b) Nothing in this MOA is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party as the agent of the other Party, nor authorize either of the Parties to make or enter into any commitments for or on behalf of the other Party.
a) Each Party covers its own administration costs regarding its contribution to the call for proposals and the preparation of this MoA, unless otherwise jointly decided.
b) Each Party’s obligations under the MoA is subject to the availability of funds in the budget of the Parties and shall be construed in accordance with the applicable laws and regulations of that Parties country.
c) The Parties shall maintain the highest ethical and legal standards in funding research under this MoA.
d) The Parties agree that this MoA is produced in good faith and shall use all reasonable endeavours to ensure that any dispute and / or interpretation arising therefrom in relation to its implementation, execution and compliance will be resolved as far as possible jointly by them and shall be in writing.
Signed in two original copies in English and Portuguese, both texts being equally valid and authentic.
Signed in São Paulo, in June 9, 2014
THE QUEEN’S UNIVERSITY OF BELFAST
Director of Research and Enterprise
Signed in Belfast, in June 18, 2014