COOPERATION AGREEMENT FOR RESEARCH BETWEEN SÃO PAULO RESEARCH FOUNDATION AND THE BOARD OF TRUSTEES OF THE UNIVERSITY OF ILLINOIS
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 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,
the BOARD OF TRUSTEES OF THE UNIVERSITY OF ILLINOIS, established as the Illinois Industrial University by an act of the Illinois General Assembly signed into law on February 29, 1867, and later renamed the “University of Illinois” an act of the Illinois General Assembly signed into law on June 19, 1885 (110 ILCS 315/0.01), and established as a body corporate and politic by the “University of Illinois Act” of the Illinois General Assembly (110 ILCS 305/), represented by Walter K. Knorr, Comptroller, and acting on behalf of its Urbana-Champaign campus, hereinafter referred to as “University of Illinois” together referred to as "Parties”:
CONSIDERING the importance of promoting cooperation in scientific and technological research between Illinois, USA and the State of São 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 centres;
WISHING to promote collaboration in scientific research and technological development in priority areas of interest to both parties, fostering bilateral cooperation;
Agree as follows:
Through this Cooperation Agreement, the Parties will implement scientific and technological cooperation between researchers from University of Illinois and researchers from Universities and Research Centers in the State of São 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:
2.1 Implementation of joint research projects between universities on issues of common concern, exchanging knowledge and results;
2.2 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;
2.3 Activities of scientific exchange that will help prepare the ground for the development of cooperative research projects between teams from the Universities and Research Centers in the State of São Paulo and from University of Illinois, including but not limited to, scientific exchange visits, workshops and bilateral scientific seminars;
2.4 When evaluating proposals for collaborative research projects and/or scientific exchanges, the Parties will give priority to those projects that evidence strong potential for the development of joint proposals to external funding agencies for sustained activities.
3. Scientific Areas
Scientific collaboration may be developed, in principle, in all areas of knowledge. Areas of particular interest may be specified by the Steering Committee, in jointly developed calls for research proposals.
4.1 The Parties may undertake one or more projects/funding opportunities 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.
4.2 The Parties will appoint one representative from each agency, which will form a Joint Steering Committee responsible for the administration of this Agreement and for drafting the calls for proposals.
4.3 The Parties will jointly issue calls for proposals for the researchers working in the Universities and Research Centres in the State of São Paulo and in the University of Illinois.
4.4 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.
4.5 The Parties may establish joint procedures for the submission and review of the proposals in areas of mutual interest and by decision of the Steering Committee.
4.6 An agreement between University of Illinois and University or Research Centre of São Paulo researcher’s affiliation establishing how Intellectual Property rights, confidentiality, and publications will be treated jointly, in observance of the policies of each Party, will be required after the merit selected and prior to the grant signature for funding access.
5.1 For each of the research projects that are approved, the University of Illinois will provide funding in support of research teams from University of Illinois and FAPESP will provide funding in support of the research teams from the Universities and Research Centres in the State of São Paulo, Brazil, in all cases according to their national rules and regulations and budget availability.
5.2 The amount for funding will be defined according to each call for proposals and will support research and/or travel expenses of the selected proposals.
5.3 For the avoidance of doubt, this Agreement creates no obligation on either Party to fund any of the other Party’s Researchers.
6. Intellectual Property
Nothing in this Agreement grants to either Party any rights, interest, or license in any patent, trademark, copyright, trade secret, or other intellectual proprietary right of the other party. 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 governed by the terms and conditions of the project specific agreement between the University of Illinois and the selected State of São Paulo Research Centre or University in accordance with national legislation and international conventions in force and Intellectual Property Policy.
7.1 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.
7.2 Either Party may terminate this Agreement by written notice, signed by that Party’s authorized representative and provided to the other Party six months in advance of the intended date of termination.
7.3 The termination of this Agreement shall not bring harm to the implementation of projects and programs already approved or in process. In such cases, the Parties will honour their budget commitments for the agreed upon timeframe of the projects and programs.
Neither Party to this Agreement shall be legally liable for any negligent or wrongful acts either of commission or omission, chargeable to the other, unless such liability is imposed by law. This Agreement shall not be construed as seeking to either enlarge or diminish any obligation or duty owed by one Party against the other or against third Parties.
9. Force Major
9.1 A Party shall not be liable for failure to perform its obligations under this Agreement, nor be liable to any claim for compensation or damage, nor be deemed to be in breach of this Agreement, if such failure arises from an occurrence or circumstances beyond the reasonable control of that Party, including, without limitation, war, terrorism, industrial disputes, fire, flood, tempest and national emergencies. Should a Party be so delayed, prevented or impeded, it shall promptly inform the other Party of the nature of the relevant cause and of the expected duration of the delay or impediment.
9.2 If a Party affected by such an occurrence causes a delay of three (3) months or more, and if such delay may reasonably be anticipated to continue, then the Parties shall discuss whether the continuation is viable or whether the Agreement should be terminated.
10.1 During the term of this Agreement and for a period of three (3) years thereafter, each Party will keep confidential any information disclosed by the other Party which the disclosing Party identifies as confidential information in writing (“Confidential Information”). For oral or visual disclosures the disclosing party will identify the information as confidential at the time of disclosure and confirm the confidential designation in writing within 30 days of disclosure. The receiving Party will only use the Confidential Information in the performance of this Agreement.
10.2 Confidential Information does not include information that (i) is or becomes publicly available other than by breach of confidentiality by the receiving Party; (ii) is communicated to the receiving Party without any obligation of confidence by a third party who is not itself under any obligation of confidentiality; (iii) is already in the possession of the receiving Party, as evidenced by written records; or (iv) is required to be disclosed by applicable law or court order.
10.3 Notwithstanding anything else herein, nothing in this Agreement shall prevent either Party from producing documents or disclosing information that is required by law (such as the Illinois Freedom of Information Act [FOIA], or the Brazilian Lei de Acesso a Informação – Information access law ) or a valid production document (such as a warrant or subpoena).
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
Attn: Scientific Director
(b) University of Illinois:
Office of Sponsored Projects and Research Administration
1901 South First Street, Suite A
Champaign, IL 61820
This Agreement may be amended by mutual consent of the Parties and made official by Addenda, duly signed by the authorized representatives of both Parties.
13.1 Each Party will cover its own administration costs regarding its contribution to the call for proposals, unless otherwise jointly decided.
13.2 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.
13.3 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, which should agree on how to conclude the actions in progress and on the date of termination.
13.4 Except for promoting activities indicated in Article 4 above among researchers in Universities in the State of São Paulo and University of Illinois, neither party will use the name of the other in any advertising or other form of publicity without the prior written permission of the other.
The Parties sign the present Agreement in 4 (four) copies of equal form and content, 2 (two) in the English language and 2 (two) in the Portuguese language, being equally authentic and valid.
Celso Lafer - President
UNIVERSITY OF ILLINOIS
Phyllis M. Wise, Chancellor
Reitumetse Obaken Mabokela, Vice Provost for Institutional Affairs and Global Strategies
Walter K. Knorr, Comptroller