Versão em português

Agreement between FAPESP and University of New South Wales

COOPERATION AGREEMENT FOR RESEARCH BETWEEN SAO PAULO STATE FOUNDATION AND UNIVERSITY OF NEW SOUTH WALES

The SAO 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 University of New South Wales (ABN 57 195 873 179), a body corporate under the University of New South Wales Act 1989 (NSW) of Sydney NSW 2052, represented by Professor Les Field, Vice President and Deputy Vice-Chancellor (Research), hereinafter referred to as UNSW and both to as “Parties”:

CONSIDERING the importance of promoting cooperation in scientific and technological research between UNSW, Australia and the State of Sao Paulo, Brazil, wishing to strengthen this cooperation on the basis of equality and mutual benefit;

CONSIDERING 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:

1. Purpose

Through this Cooperation Agreement, hereinafter referred to as Agreement, the Parties will implement scientific and technological cooperation between researchers from UNSW, Australia 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 Parties, 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 the State of São Paulo and from the University of New South Wales, including but not limited to, scientific exchange visits, workshops and bilateral scientific seminars;

(i) In case of scientific exchange, the Parties will appreciate proposals that contribute to prepare the base for a joint research proposal.

3. Scientific Areas

The activities described in Clause 2 could be developed, in principle, in all areas of knowledge. Areas of mutual interest will be arranged by the Joint Steering Committee and specified in each call for research proposals.

4. Implementation

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 Joint Steering Committee will consist of one representative from each of the Parties. The Joint Steering Committee will be responsible for the continuation of this Agreement and for drafting the joint call for proposals.

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.

d) Each Party will receive and review the proposals according to its own criteria and rules. After the revision 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 Joint Steering Committee.

5. Funding

a) For each of the research projects that are approved, the UNSW will assume the funding of research teams from Australia and FAPESP of the research teams from the State of Sao Paulo, Brazil, in all cases according to their national rules and regulations and budget availability.

b) UNSW will contribute up to $AUD100,000 (one hundred thousand Australian Dollars) per year for three years, and FAPESP will contribute the equivalent in Brazilian Reais up to $AUD100,000 (one hundred thousand Australian Dollars) per year for three years for funding of collaborative activities selected under this Agreement.

c) The amount for funding to be offered to support collaborative research projects will be defined by the Joint Steering Committee in each Call for Proposals.

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) 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.

7. Conflict of Interest

The Parties warrant that, to the best of their knowledge and belief, there is no conflict of interest or conflict of commitment affecting the commencement of this Agreement or which is likely to arise during the term of the Agreement. Immediately upon becoming aware of the existence or possible existence of a conflict of interest affecting the collaboration, a Party will consult the other Party and advice the other Party of the steps that it will take to resolve or otherwise deal with the conflict.

8. Term

a) This Agreement shall be valid for a period of 3 (three) 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 during the term of its validity.

9. Negation of Partnership, Agency and Employment

a) A Party may represent itself as collaborating with the other Party, but nothing in this Agreement imply any form of relationship of joint venture, association, franchise, sales representative, delegate, employment relationship or any other form of society.

b) A Party is not, by virtue of this Agreement or for any purpose, an employee or agent of the other Party or invested with any power or authority to bind or represent the other Party.

10. Communication

a) The Parties undertake to commit to consistent and clear communication to ensure mutual benefit from the collaboration. The Parties will meet once a year to consider and make any appropriate recommendations concerning matters dealt with under this A.

b) Each Party will acknowledge the cooperation and support of the other Party in its major publications commensurate with the level of support and commitment and as agreed between the Parties. A Party must not use the logo or trademark of the other Party without the written consent of the other Party.

c) 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:

(a) FAPESP:
Att.: Scientific Director
Rua Pio XI, 1500 - Alto da Lapa
CEP 05468-901 - São Paulo / SP - Brasil
e-mail: dc@fapesp.br

(b) UNSW:
Warwick Dawson, Director - Research Partnerships
Level 4, Rupert Myers Building (South Wing)
UNSW Sydney NSW 2052
email: w.dawson@unsw.edu.au

11. Modifications

This Agreement may be amended by mutual consent of the Parties and made official by Addenda. Neither Party may assign any right or benefit under this Agreement without the prior written consent of the other Party that may be given or withheld in the absolute discretion of that other Party. This Agreement may be varied only by written agreement duly signed by both Parties.

12. Miscellaneous

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 two original copies in English and Portuguese, both texts being equally authentic.

FAPESP 

Celso Lafer
President

UNSW 

Professor Les Field
Vice President & Deputy Vice-Chancellor (Research)