COOPERATION AGREEMENT FOR RESEARCH BETWEEN THE SÃO PAULO RESEARCH FOUNDATION AND THE SCIENCE FOUNDATION IRELAND
The Fundação de Amparo à Pesquisa do Estado de São Paulo henceforward named "FAPESP", represented in this act 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, 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, on one side; and Science Foundation Ireland, henceforward named "SFI", represented in this act by the Director General, Professor Mark Ferguson, with legal address in Wilton Park House, Wilton Place, Dublin 2, Ireland, on the other side, agree to celebrate the present agreement of cooperation under the following clauses:
1.1. Both parties promote the current agreement with the aim of facilitating, where appropriate and mutually beneficial, effective collaboration between the two Institutions to further scientific, technological and innovation cooperation.
SECOND. JOINT STEERING COMMITTEE:
2.1. The Parties will appoint two representatives one from each agency, which will form a Joint Steering Committee responsible for the continuation of this Agreement and for drafting the call for proposals.
THIRD. SPECIFIC PROJECTS/AGREEMENTS:
3.1. The agreement will facilitate FAPESP support for research groups in Brazil to actively participate in and engage with the diverse range of activities being coordinated by Research Brazil Ireland (RBI) which is funded by SFI under the International Strategic Cooperation Award (ISCA).
3.2. To achieve the proposed aims of collaboration and co-operation, the Joint Steering Committee will, on occasion, discuss and agree on calls for proposals to be launched in order to select projects as the priorities under this Agreement.
3.3. The projects will determine:
1) Schedule of the topic(s) to be developed and their specifications,
2) Research planning and execution details,
3) The members and advisor of the working group who will carry out the activities, as well as the specific responsibilities for each part and a schedule for the management control.
3.4. Likewise, the project should include a budget containing the resources needed to achieve the objectives of the project.
FOURTH. INTELLECTUAL RIGHTS - RESULTS PROPERTY:
4.1. The intellectual rights originated within the scope of this agreement will belong to both parties in proportion to the contributions that each one makes.
4.2. The publications should include: the authors, the degree of collaboration, and the fact that the work was carried out within the framework of the present agreement.
4.3. In each specific agreement to be signed, and in anticipation of results with economic importance, a clause should be incorporated foreseeing the protection of the property of the attained results and establishing the distribution, of the eventual benefits obtained, between the parties and the authors of the above mentioned results.
4.4. 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.
FIFTH. USE OF LOGOS, NAMES, BRAND AND EMBLEMS:
5.1. The parties will not be able to use logos, names, brands and / or emblems of the other party without previous authorization in writing and a draft consignment.
5.2. In the case that the use of logos, names, brands and / or emblems is for an economic purpose, a written consent is required together with the economic valuation of this use.
6.1. The present agreement does not imply any commitment of expenditure for FAPESP or SFI beyond the ISCA project at 3.1 above. The expenditure commitments derived from further projects will represent the amount and the percent involved on the respective budget. The parties will support joint projects on a co-funding basis, in accordance with the internal procedures and budget competencies of both sides, in all cases according to their corresponding rules and regulations.
6.2. The parties will determine, for each accepted project, the way to obtain funds and the contribution to the project from each party.
6.3. Likewise, both parties will be able to obtain, as a whole or individually, funds to finance the activities from public or private, national or international organizations.
SEVENTH. INDIVIDUALITY AND AUTONOMY OF THE PARTIES:
7.1. This Agreement does not establish any form of joint venture, association, franchise, commercial agent, representative, employment relationship or any other form of society, in fact or in law. The Parties are also not authorized to represent or assume obligations one on behalf of another.
7.2. In any circumstance or fact in relation with this agreement, the Institutions will maintain the individuality and autonomy of their respective technical and administrative organization and will assume individually the consequent responsibilities.
7.3. The present agreement does not limit the right of the parties to the celebration of agreements with other institutions. The points not foreseen in this agreement will be solved by the parties by common agreement.
7.4. The personal property and / or real estate, present or future, that FAPESP and SFI assign to the development of the planned activities, will continue to be a property of every signatory party.
EIGHTH. DURATION - TERMINATION WITHOUT EXPRESSION OF REASON:
8.1. The present agreement shall be in force for two (2) years and will automatically renew, except that one of the parties communicates its willingness to terminate the agreement.
8.2. The present agreement can be terminated without expression of reason by any of the parties by certified notice thirty (30) days in advance of the date in which the cancellation is claimed. The termination will not give right to claim indemnification of any nature to any of the parties. In case there is work in process, the parties undertake the obligation of enforcing the agreement until the end of the planned activities provided there are enough funds assigned.
NINTH. DISPUTE SETTLEMENT:
9.1. In the presence of any argument derived from the application or interpretation of the present agreement, the parties are committed to employ exhaustive measures to settle the conflict amicably through consultation and negotiation between its Joint Steering Committee.
TENTH. COMMUNICATIONS - NOTIFICATIONS:
10.1. For all the effects of the present agreement, the parties state their addresses in:
Rua Pio XI, 1500 – Alto da Lapa
CEP 05468-901 – São Paulo / SP – Brasil
Reference: FAPESP/SFI Agreement
10.1.2. Science Foundation Ireland
Wilton Park House – Wilton Place
Dublin 2 - Ireland
Director, Programmes, Enterprise and International Affairs
Reference: FAPESP/SFI Agreement
10.2. Or in the address declared in the future. The notifications will be considered delivered the moment they are received by the addressee.
11.1. 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.
11.2. 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.
11.3. The Parties shall maintain the highest ethical and legal standards in funding research under this Agreement, as well as efforts to engage the research activities are performed in compliance with their national legislations.
11.4. As a written statement two (2) original copies with the same content and aim, in English and Portuguese being both texts equally authentic, are signed at – date:
Science Foundation Ireland FAPESP
Professor Mark Ferguson Professor Celso Lafer
Director General President