COOPERATION AGREEMENT FOR RESEARCH BETWEEN SÃO PAULO STATE FOUNDATION AND FRAUNHOFER GESELLSCHAFT ZUR FÖRDERUNG DER ANGEWANDTEN FORSCHUNG E.V.
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. JOSÉ GOLDEMBERG, 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 August 22, 2015, hereinafter referred to as FAPESP, and the Fraunhofer Gesellschaft zur Förderung der angewandten Forschung e.V., Hansastrasse 27c, 80686 München, hereinafter referred to as "Fraunhofer", together hereinafter referred to as "Parties":
CONSIDERING the importance of promoting cooperation in scientific and technological research between Fraunhofer and the São 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 scientific institutions of both entities and also to encourage new forms of collaboration between its research centers;
WISHING to promote initiatives for 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 want to implement a scientific and technological cooperation between researchers of Fraunhofer and of the State of São Paulo, Brazil, through the conduction of joint research projects.
2. Methods of Collaboration
As FAPESP is a funding organization whereas Fraunhofer is a research institution operating institutes primarily financed by third party sources, collaboration will reflect these differences.
The Parties want to promote collaboration, observing its international obligations, domestic laws, and other existing regulations, through mechanisms such as:
a) Enabling cooperation between research institutions of the State of São Paulo and Fraunhofer institutes;
b) Implementation of joint research projects on issues of common concern, exchanging knowledge and results;
c) 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 entities, with the goal of identifying future areas for cooperation;
d) Activities of scientific exchange that will help prepare the ground for the development of cooperative research projects between teams of São Paulo and Fraunhofer, including but not limited to, scientific exchange visits, workshops and bilateral scientific seminars;
(i) In case of exchange, the Parties will appreciate proposals that contribute to prepare the base for a joint research proposal.
3. Scientific Areas
Specific focus will be laid on application-oriented research with innovation topics of direct interest to industry in Brazil and Germany.
a) The Parties aim to primarily cooperate through already existing programs established by FAPESP and if relevant establish one or more actions according to Clause 2 and in accordance with the scientific relevance and the national legislation in each country 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.
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.
a) For each of the research projects that are agreed, Fraunhofer will bear the costs of its scientists of its research team and FAPESP of the research teams from the State of São Paulo, Brazil, in all cases according to their national rules and regulations and budget availability. Any other funding or financing of joint research collaboration shall be agreed upon separately in advance.
b) Any joint participation in a Call for Proposals will be agreed upon between the Parties, especially regarding the tasks to be performed, the structure of the project (either two offers or one offer and a linked contract) and the funding of the research project.
6. Specific agreements for individual cooperation activities and 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 individual agreements. All agreements will be based on the national legislation and on international conventions of the generating party.
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.
Both Parties will put themselves under an obligation to treat in strict confidence all information received from the other party in the framework of this Agreement regardless of the form (in writing, through IT technology or verbally) which is recognizable or identified as being confidential. This includes especially knowledge about the existence of contractual relationships with third parties and about the affairs of these third parties.
The restrictions shall not apply to any information that is
- published otherwise than as a result of a breach of this confidentiality clause;
- shown by written or other tangible evidence to have been known by the receiving Party prior to the time of its receipt;
- lawfully acquired by the receiving Party from an independent source being entitled to disclose the same;
- independently developed by an employee of one of the Parties without access to any of the confidential information of the other Party.
The Parties will not, without the prior written consent of the disclosing Party, copy or reproduce any document that may be supplied, and any Party receiving such document will return the same and any copies thereof to the Party supplying the same without undue delay upon that Party's request. The information may only be used for the purpose for which they were transmitted and they may not be passed on to third parties without prior written consent. Where the contracting parties use documentation in the context of the project that are marked "confidential”, they will ensure confidential treatment of such documentation by their employees.
a) 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.
b) The Party may terminate this Agreement by written notice, with a period of six months in advance.
c) 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 as if the Agreement was still in force.
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
(b) Fraunhofer Gesellschaft:
Att: P5 - International Business Development
This Agreement may be amended by mutual consent of the Parties and made official by Addenda.
a) Each Party will cover its own administration costs for the purpose of this cooperation.
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) This agreement aims to foster genuine and mutually beneficial cooperation. The rights and obligations set forth in this Agreement does not imply any form of joint venture, association, franchise, commercial agent, employment relationship or any form of society.
e) If any provision or part of any provision of this Agreement is invalid, the validity of the remaining conditions is not affected by this.
f) Changes to this Agreement, particularly regarding the content and forms of cooperation as well as the subject emphasis can be made at any time by written agreement on both sides.
Signed in two original copies in English and Portuguese, both texts being equally authentic.
Fraunhofer Gesellschaft zu Förderung der angewandten Forschung e.V.