COOPERATION AGREEMENT FOR RESEARCH BETWEEN THE SAO PAULO RESEARCH FOUNDATION AND NEPAD PLANNING AND COORDINATING AGENCY
The SAO 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 bylaws 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 NEPAD PLANNING AND COORDINATING AGENCY, NEPAD Agency, established as the technical body of the African Union in replacement of the NEPAD Secretariat by virtue of the Decision of the Fourteen Ordinary Session of the Assembly of the African Union, reference Assembly/AU/Dec.283 (XIV) dated 2 February 2010, Addis Ababa, Ethiopia, , represented by Dr Ibrahim Assane Mayaki, Chief Executive Officer, hereinafter referred to as "Parties”:
FAPESP is one of the main agencies for promoting scientific research in Brazil in every area of Science and Technology targeting the development of human resources, support of academic research and the support of application driven research. Established in 1962, FAPESP makes a significant contribution to the economic, social and cultural development of the State of Sao Paulo.
The NEPAD Agency has the mandate to facilitate and coordinate the development and implementation of priority regional and continental programs in Africa and to enhance regional integration, for the socioeconomic development of Africa. It is also tasked to mobilize resources for the same from domestic and international sources as well as build and strengthen partnerships and international cooperation for the attainment of Africa’s development goals and agenda.
FAPESP and the NEPAD Agency agree as follows:
Article 1: Purpose of the Cooperation Agreement
The overall purpose of the Cooperation agreement (the “Agreement”) entered into between the NEPAD Agency and FAPESP is to promote collaborative research on utilization of the bioenergy resources in Africa on sustainable grounds, such that energy and food securities, as well as social inclusiveness are achieved.
Article 2: The project description and activities
2.1 Background information
a. The NEPAD Agency and the Ministry of External Relations of the Federative Republic of Brazil signed a memorandum of understanding on 3rd of May 2012. The main objective of the memorandum is to establish a framework for coordination and cooperation between the two parties based on their complementary interests and capacities in the achievement of common goals to promote development in Africa. Among the areas of activities covered by the memorandum is energy.
b. The NEPAD Agency, together with senior representatives of FAPESP, Stellenbosch University, and researchers associated to the Global Sustainable Bioenergy Initiative (GSB) met on a side meeting to the International Alcohol Fuels Symposium 2013, IAFS held in Stellenbosch, and expressed their interest to set up a partnership agreement of cooperation between NEPAD Agency and FAPESP through the Stellenbosch Declaration. This agreement is advancing that expression of interest into realization.
c. FAPESP has a special program to support research in bioenergy, known as BIOEN, which includes research targeting biofuels production and its relation to development in Africa. These research projects cover topics such as:
i. Diagnosis of the energy and food situation;
ii. Evaluating the physical potential for biofuel production;
iii. Analysis of alternative production models;
iv. Socio-Economic-environment analysis; and
v. Integrated analysis.
2.2 Programme of cooperation under the agreement
Through this Agreement NEPAD will facilitate the cooperation between Principal Investigators, PIs, in grants funded by FAPESP and key researchers in African universities, research centers, and government, to develop and conduct research projects aimed at deepening a better understanding of the characteristics of the bioenergy enterprise and its utilization to solve typical problems in the African continent.
In this way, NEPAD will contribute to the expansion of the coverage of FAPESP funded research that benefits Africa. More African Countries will be added to the coverage by the research projects. The selection of countries to be added and their sequence will consider NEPAD’s and FAPESP’s interests and priorities, as discussed by the Steering Committee.
The projects and programs supported by FAPESP are subject to its applicable national laws and regulations, budget availability and Intellectual Property Policy.
Specific activities are described in the Annex 1.
2.3. Steering Committee
A Steering Committee (SC) composed of two members nominated by NEPAD, and two members nominated by FAPESP, will define the prioritization of the activities and of the geographies to be targeted.
The SC will discuss the agreement’ issues by using phone calls, teleconferences and e-mail messages whenever possible.
Article 3: Funding
3.1 Each of the Parties of this Agreement is held responsible for all costs pertaining to that party during the execution of activities foreseen in this Agreement. Financial obligations incurred by the Parties as a result of this Agreement shall be subject to the decisions taken by their top management’s decision as to availability of funds and to their budgetary and financial regulations.
3.2 The development of activities foreseen in this Agreement does not oblige either of the parties to commit resources of its own budget to assure the financial support necessary to its fulfilment. As a result, this Agreement shall not impose any direct or indirect financial obligations on any Party.
3.3 For the implementation of activities and funding of activities within the scope of this Agreement, the Parties agree to enter into supplementary arrangement by a simple exchange of letters.
3.4 The Parties will work together whenever necessary to prepare the application for research grants as well as financial and other support from other entities to achieve the objectives of this Agreement, through appropriate mechanisms as may be agreed upon by the Parties.
Article 4: Implementation and Coordination
This Agreement will be managed through regular consultations between the members of the Steering Committee, at least once a year, at technical and other levels, on common agreement of participants’ representatives at times and places of their choice, to:
a) Review progress and recommend areas for technical activities and specific projects;
b) Identify possible sources of project funding, as appropriate; and
c) Coordinate administrative matters.
Article 5: Relationship between the Parties
5.1 The Parties shall remain at all time, independent entities and function solely as partners. Nothing herein contained and no course of dealing between the Parties shall create or be deemed to create a legal partnership, an agency or joint-venture between the Parties on a permanent basis. Therefore, either Party shall not:
a) Hold itself out as the agent or partner of the other Party or as being in a joint venture with the other Party in any manner whatsoever;
b) Enter into any arrangement or transaction with third parties on behalf of the other Party; and
c) In any way pledge or bind the credit of the other Party.
5.2 While each Party agrees that they prefer to work with the other Party in fields of work where mutual cooperation is possible and desirable, it is understood by both Parties that this Agreement is a non-exclusive and non-binding Agreement and will not in any way hinder the liberty of either Party to work with any other person or organization if such Party decides to do so.
Article 6: Publicity - Use of Name, Emblem and/or Trade Marks
6.1 Neither Party shall use the name, official stamp, trade mark or emblem of the other Party, its subsidiaries, affiliates, or any abbreviation thereof, in connection with its activities or otherwise without the prior written approval of the other Party in each case.
6.2 Each Party acknowledges that it is familiar with the other Party’s ideals and objectives and recognizes that the other Party name shall not be used in a manner inconsistent with the status and reputation of the Programme.
6.3 The Parties further recognizes that the use of the other party corporate brand and identity rests exclusively with the other Party.
6.4 The Parties agree to recognize, acknowledge and publicize this partnership as appropriate. To this end, the Parties shall consult with each other concerning the manner and form of such recognition, acknowledgement and publication.
Article 7: No Liability
For avoidance of doubt, no breach or performance or non-performance of activities or obligations under this Agreement shall give rise to monetary liability by one Party to another.
Article 8: Disclaimer
None of the Parties shall be liable for the activities carried out by the other Party under this Agreement.
Article 9: Privileges, Immunities and Facilities of The Parties
Nothing in this Agreement shall be interpreted or construed as a waiver or a modification of the privileges, immunities and facilities which the Parties enjoy by virtue of the international agreements and laws applicable to the Parties.
Article 10: Duration of the Agreement
The Agreement shall come into effect on the date of signing the agreement and shall expire in two (2) years’ time from that date unless the two parties see otherwise.
Article 11: Amendments
Amendments of the agreement are permitted if both parties find it necessary.
Amendments must be in writing, signed by the two parties and appended to the Agreement.
Article 12: Good Faith and Fairness
12.1 Good Faith: The Parties undertake to act in good faith with respect to each other’s rights under the objectives of this Agreement and to respect and take account of each other’s aims and objectives as summarized in the recitals to this Agreement.
12.2 Fairness: The Parties recognize that it is impractical in this Agreement to provide for every contingency, which may arise during or after the life of the MOU, and the Parties hereby agree that it is their intention that this Agreement shall operate fairly as between them and without detriment to the interest of either of them.
Article 13: Applicable Law and Dispute
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 in Sao Paulo, Brazil, in two original copies in English and Portuguese, being both versions equally authentic and with same content.
Accepted on behalf of the Sao Paulo Research Foundation
Accepted on behalf of the NEPAD Planning and Coordination Agency
Prof. Celso Lafer
Dr. Ibrahim Assane Mayaki
Witness : Witness:
Name: Prof. Carlos Henrique de Brito Cruz
Name: Prof. Mosad Elmissiry
Description of possible activities to be developed by FAPESP awarded grants with assistance from NEPAD
1) Identification of country priority bioenergy projects with focus on bioethanol;
2) Carrying out gap analysis (policy, regulations, legal framework, institutional technical capabilities, market and financial issues);
3) Analysis of Project sustainability issues (impact upon food, environment and social inclusiveness);
4) Developing an action plan to fill in the gaps, develop and package the project in a bankable format;
5) Mobilization of resources;
6) Project implementation;
7) Attendances of professional meetings, workshops, conferences for presentation and discussions of project’ results.
Countries targeted in the research
The research projects described here presently target, in the African continent, South Africa and Mozambique. Additional countries to be targeted by existing or new research projects will be defined by the Steering Committee. Special consideration will be given to the West Africa Region with focus on assessing the potential for sugar cane plantation and ethanol production along the Senegal River.