COOPERATION AGREEMENT FOR RESEARCH BETWEEN SÃO PAULO STATE FOUNDATION AND THE UNIVERSITY OF TORONTO
The SÃO PAULO STATE 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 GOVERNING COUNCIL OF THE UNIVERSITY OF TORONTO, represented by Ms. Judith Wolfson, Vice-President, University Relations, referred to as UofT and both hereinafter referred to as "Parties":
CONSIDERING the importance of promoting cooperation in scientific and technological research between Canada and the State of Sao Paulo, Brazil, wishing to strengthen this cooperation on the basis of equality and mutual benefit;
CONSIDERING the 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 UofT 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 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 UofT, including but not limited to, scientific exchange visits, workshops and bilateral scientific seminars;
a. In case of scientific exchange, the Parties will invite 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 above and in accordance with the scientific relevance and the national legislation in each country of the Parties and their own available budgets.
b) The Parties will appoint two representatives, one from each institution, 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 and mechanisms including: meetings, workshops, teleconferences, correspondence and other procedures.
d) Each Party will receive and review the proposals according to its own criteria and rules. After review 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.
f) Implementation of this Agreement will be in accordance with the Policies on International Cooperation of the University of Toronto and relevant polices and Rules and Regulations of FAPESP. Participants under this Agreement will be selected exclusively on the basis of scientific merit and the eligibility rules of each Party. FAPESP and the University of Toronto will each accept the participants selected by the other party if mutually acceptable academic and/or professional qualifications and standards are met. All participants will be treated in the same non-discriminatory manner in carrying out the provisions of this Agreement, subject to the provisions of the policies and requirements of each Party. Any violation of these Principles will be considered grounds for terminating this Agreement.
For each of the research projects that are approved, the UofT will assume the funding of the research teams from UofT, Canada; for each of the research projects that are approved, 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 available budgets.
The Parties will contribute up to $25,000 (Canadian) per year for two years for funding the projects selected under this Agreement.
6. 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 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) Procedures for the handling of Intellectual property rights that may arise during the course of this collaboration shall be outlined in a separate document. All terms shall be negotiated on a mutual basis and in accordance with the policies of each institution.
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.
Either Party reserves the right to terminate this Agreement upon six months’ written notice. Any program or activity that has already commenced shall be completed to the best of both parties' abilities.
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
Research Services Office
3rd Floor, McMurrich Bldg
12 Queen’s Park Cr., W.
Toronto, ON M5S 1S8
Att: Krista Montgomery
This Agreement may be amended by mutual 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.
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 in São Paulo, Brazil on September 24, 2014, in two original copies in English and two original copies in Portuguese, both sets being deemed original and authentic.
U of T