RESEARCH COOPERATION AGREEMENT BETWEEN FUNDAÇÃO DE AMPARO À PESQUISA DO ESTADO DE SÃO PAULO AND THE BRITISH COUNCIL
FUNDAÇÃO DE AMPARO À PESQUISA DO ESTADO DE SÃO PAULO – FAPESP (SÃO PAULO RESEARCH FOUNDATION), established through Law n°. 5,918, dated 18 October, 1960, headquartered at Rua Pio XI, nº 1.500, Alto da Lapa, São Paulo, SP, registered with the CNPJ (National Registry of Legal Entities) under n°. 43.828.151/0001-45, represented according to the terms of article 11, item “a”, of the aforementioned Law, in conjunction with article 6, item “a”, of the Statute approved via Decree n°. 40.132, dated 23 May, 1962, by its president Prof. Dr. CELSO LAFER, in the exercise of the powers granted to him by the Honourable State Governor of São Paulo, published in the Official State Gazette, on 30/07/2013, forthwith simply referred to as FAPESP, and the British Council (BC), founded in 1934 and incorporated into the Royal Letter Patent on 7 October, 1940, established in Brazil through Decree 19,446, dated 16 August, 1945, an international organization aimed at educational opportunities and cultural relations, registered in England as a charitable organization, headquartered at 10 Springs Gardens, London, SW1A 2BN, United Kingdom, represented by its Director of Education, Rebeca Hughes, in conjunction with the denominated Signatories:
CONSIDERING the importance of promoting cooperation in scientific and technological research between the United Kingdom and the State of São Paulo, Brazil, aimed at bolstering this cooperation based on equality and mutual benefits;
CONSIDERING the need to strengthen ties between the scientific communities of both nations and also develop new means of collaboration among their research centres;
CONSIDERING the opportunities for collaboration generated by the Newton Fund, as from May 2014;
SEEKING to promote collaboration initiatives in scientific research and technological development, in priority areas of interest to both Signatories, aimed at leveraging bilateral collaboration;
The Parties have agreed to:
Through this Cooperation Agreement, the Signatories commit to implementing scientific and technical cooperation among researchers from the United Kingdom and the State of São Paulo, by means of funding joint research projects, in line with the recommendations of British Council Programmes and/or Newton Fun guidelines and programmes.
2. Collaboration Modalities
The Signatories will promote the necessary collaboration, complying with their international obligations and their existing national laws and other pertinent regulations. The activities conducted in accord with the description of this Cooperation Agreement shall be referred to as the "FAPESP – British Council" project, and will be comprised of the following components:
a) Organization of specialized workshops, of mutual interest, to promote integration among institutions and groups with research relevant to both nations, with the goal of identifying future areas of cooperation;
b) Scientific exchange activities among researchers and students linked to the areas of research identified in the workshops mentioned in item 2.a.;
c) Other activities from the Newton Fund Programme overseen by the British Council in Brazil.
All activities conducted under the scope of this agreement shall be detailed in work plans that shall become part of this Agreement and comply with all clauses set herein.
a) In relation to programmes to be detailed in the Work Plans, the Signatories may name two representatives, one from each agency, who will form the Steering Committee (SC) responsible for implementing this Cooperation Agreement in full compliance with the procedures of each Signatory.
b) FAPESP acknowledges that the BC, as the delivery partner for the Newton Fund in Brazil, is subject to obligations with the Financier and agrees to cooperate with all reasonable requests made by the BC in relation to their fulfilment, as long as FAPESP is legally permitted to do so, in line with Brazilian and state legislation.
c) The BC acknowledges that the FAPESP, as a co-financier of projects to be approved under the scope of this Agreement, may only act within the legally permitted scope of its activities and in accord with due process required by Brazilian legislation.
4. Scientific Fields
Areas of interest are specified by the Steering Committee and will comply with the guidelines of the Signatories and Newton Fund.
The themes of the workshops mentioned in item 2.a. and funded through the Researcher Links Programme, must be categorized in accord with the criteria of Official Development Assistance.
For all activities funded using resources from the Newton fund, the division of the investment must be fifty percent for each party and the rendering of accounts for resources overseen by the British Council must comply with the requirements of the Newton Fund.
a) This Cooperation Agreement will be valid for a period of 5 years starting for the date of signing and may be extended through common accord between the Signatories in the form of Amendments.
b) Either of the Parties may terminate this Agreement, following notification and with no responsibility to the other Party, in the event of:
1. the delivery of the Programme is delayed or prevented by acts, events, omissions or accidents of force majeure, affecting the other Party for a period of more than 3 (three) months;
2. the other Party commits any serious breach of any of the terms of this Agreement and the violation is not resolved within a period of 30 days after the first request for remediation or if said breach cannot be resolved;
3. the other Party is in persistent breach of any of the obligations resulting from this Agreement, or said breach cannot be resolved. For the effects of this clause, three or more non-material breaches of the terms of this Agreement may, together, constitute a persistent breach;
4. through legal order, new legislation, bankruptcy or other analogous situations, either of the Parties is forced to cease its activities, wholly or partially, in such a way that the objectives of this Agreement become impossible; or
5. the other Party ceases, or threatens to cease, its normal activities.
6. Parties have the right to terminate this Agreement at any moment, through advanced notice of at least one month, presented in writing to the other Party if funding for the Programme is cut or interrupted.
c) Termination of this Agreement may not jeopardize the execution of projects and programmes that have already been approved or which have already initiated. In this case, the Signatories shall maintain funds aimed at these projects or programs in their budgets for the duration of their validity.
This Agreement may be altered through mutual consent between the Signatories and officialised in the form of Amendments.
Any notice to be given by a Signatory to the other must be conducted formally and in writing and sent to the following addresses:
Rua Pio XI, 1500 - Alto da Lapa
CEP 05468-901 - São Paulo / SP - Brazil
Att.: Scientific Director
(b) BRITISH COUNCIL:
Rua Ferreira de Araújo, 741 - Pinheiros
CEP 05428-002 - São Paulo/SP - Brazil
Att.: Director of Education
9. General Dispositions
a) Signatories shall each assume their own administrative costs in relation to their contribution to the actions cited herein.
b) This Agreement is subject to the availability of funds in the Signatories' budgets, as well as the laws and regulations of their respective nations.
c) Signatories must maintain the highest ethical and legal standards in financing research under the scope of this Agreement.
d) The Signatories acknowledge that both parties must treat the terms of this Agreement and any other information of a private nature related to the other Party as strictly confidential and not provide it to third parties, unless for the purpose of this Agreement; and that:
1. each party is subject to the legislation and requirements of their respective countries in matters of transparency and the promotion of information of public interest and is obliged to publicize confidential information in accord with the respective legislation. Each Signatory must also assist and cooperate with the other to permit the fulfilment of the legal requirements of each nation, unless the legislation of the two nations is in conflict.
2. in performing their obligations under the terms of this Agreement, maintain conformity with legislation for Information Protection in any applicable jurisdiction, which, in the case of the United Kingdom is the Information Protection Act of 1998, except for when the legislation of the two nations is in conflict, and take suitable measures to prevent any unauthorized processing, loss, destruction or damage of any personal information.
e) Each Signatory has the exclusive right to use their name, logo, seal or other symbols. None of the Signatories, their employees, representatives or agents, may be authorized to use the name, logo, or seal of the other with any programme, publication, document, advertisement or publicity, except when in accord with this Agreement under the terms of the Programme contained herein, or in common accord in writing. Any and all kinds of use should undergo a review and be terminated by the Party whose symbols are being used.
f) During the term of this Agreement, and subject to written authorization, one Signatory may grant the other a global, non-exclusive license, and not subject to copyrights, to use their symbols for the sole purpose of promoting the involvement of the Parties with the Programme and in connection with the Programme material prepared by or on behalf of the other Signatory and in accord with the terms of this Agreement and any style guides and other instructions issued by the Signatory that owns the brands.
g) This Cooperation Agreement may not be interpreted as a transfer of any intellectual property rights for any educational or scientific material, curriculum and/or other confidential or proprietary information, from one Signatory to another. Therefore:
a. According to the laws of both nations and in accord with the intellectual property policies of both Signatories, and which do no conflict with other third party rights, the intellectual property generated by one of the Signatories as part of this Cooperation Agreement shall remain the property of that entity, and any intellectual property created in conjunction and under the scope of this Cooperation Agreement shall constitute shared ownership.
b. Each Signatory must promptly notify the other in writing with regards to any real or suspected threat to the other's intellectual property, whether shared or individually owned, or with respect to any unauthorized use of any Signatory material.
c. The Signatories agree to grant the Newton Fund a non-exclusive and irrevocable global license, with no copyrights, for the intellectual property rights created or developed by the Signatory in relation to the programmes and the Newton Fund. This license does not permit the Financier to make commercial use or obtain any profit from the licensed intellectual property rights, instead it is merely permitted for the purpose of promotion and publicity of activities and achievements that are part of Newton Fund Programmes.
d. Any intellectual property rights created by beneficiaries of the programmes financed as part of this Agreement belong to their creators, in accord with the legally permitted limit in both countries, and the Signatories and Financier are afforded the same license described in sub-item 9.g.c of this Agreement.
h) The Signatories agree that this legal instrument has been drafted in good faith, in such a way that any dispute and/or interpretation of it and related to its operationalization, formalization and fulfilment, shall be resolved in common accord by the Signatories, in writing. Should the Signatories not reach an agreement, this document and the respective actions underway shall be considered concluded, with neither Signatory held in any way liable, and solely responsible for agreeing on how to conclude the actions that are underway up to the time of notice of termination by either party.
Signed in the city of São Paulo, Brazil, April 23, 2015, on two original copies in English and Portuguese, with both versions equally valid.
Celso Lafer - President
Rebecca Hughes - Global Director of Education