COOPERATION AGREEMENT FOR RESEARCH BETWEEN THE SÃO PAULO RESEARCH FOUNDATION AND UNIVERSITY OF MARYLAND
The SÃO 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 the article 6º, “a” of 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, 30/07/2013, and the UNIVERSITY OF MARYLAND - UMD, located at 2133 Lee Building, College Park, MD, USA, a constituent institution of the University System of Maryland, itself a public corporation and instrumentality of the state of Maryland, represented by its Vice President for Research and Chief Research Officer, Dr. Patrick O’Shea, hereinafter referred to as “Parties”:
CONSIDERING the importance of promoting cooperation in scientific and technological research between the USA 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 scientific communities of both countries and also to encourage new forms of collaboration between their research centers;
WISHING to promote initiatives in the collaboration of 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 UMD 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 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 UMD, including but not limited to, scientific exchange visits, workshops and bilateral scientific seminars;
c.1 In case of scientific exchange, the Parties will collaborate on proposals that contribute to prepare the base for a joint research proposal.
3. Scientific Areas
The activities mentioned in the second clause 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 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, who 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 activities, the Parties may provide, by agreement, the most appropriate procedures including: 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 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 according to mutual interest and the decision of the Steering Committee.
a) For each of the research projects that are approved, the UMD will assume the funding of research teams from UMD, 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. For the avoidance of doubt, this Agreement creates no obligation on either Party to fund any of the other Party’s Researchers.
b) Each Party anticipates to contribute up to $50,000.00 (fifty thousand US dollars) per year, 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 developed solely by one party, intellectual property rights shall remain with the party who developed the information. The Parties shall, in a written agreement for each Project, specify in greater detail the intellectual property rights of each 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.
c) The Parties agree that if it becomes necessary to exchange confidential information, the Parties shall complete a separate non-disclosure agreement.
a) This Agreement shall be valid for a period of 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) Either Party may terminate this Agreement by written notice, with a period of two months’ notice.
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 during the term of its validity as if the agreement was not terminated.
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) UNIVERSITY OF MARYLAND:
Academic: Elizabeth Brittan-Powell
2133 Lee Building
College Park, MD 20742
Administrative: Brian W. Falasca
1204F Marie Mount Hall
College Park, MD 20742
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 regarding its contribution to the activities related to this Agreement, 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 at the time of notification of termination by either party.
Signed in two original copies, in English and Portuguese, both texts with the same content and being equally valid and authentic.
Celso Lafer - President (Presidente)
UNIVERSITY OF MARYLAND
Patrick O’Shea - Vice President for Research and Chief Research Officer (Vice Presidente de Pesquisa e Diretor de Pesquisa)