COOPERATION AGREEMENT FOR RESEARCH BETWEEN SÃO PAULO RESERACH FOUNDATION AND THE SCRIPPS RESEARCH INSTITUTE
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, and The Scripps Research Institute 10550 N. Torrey Pines Road, La Jolla CA, 92014, represented by James C. Paulson, acting President and CEO, hereinafter referred to as Scripps and both to as “Parties”:
CONSIDERING the importance of promoting cooperation in scientific and technological research between Scripps, California, USA 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:
Through this Cooperation Agreement, the Parties will implement scientific and technological cooperation between researchers from Scripps 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 respective 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 the State of São Paulo and from Scripps including but not limited to, scientific exchange visits, workshops and bilateral scientific seminars;
a. In case of scientific exchange, the Parties will consider bases for joint research proposals.
3. Scientific areas
The activities mentioned in the first item 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 each appoint two representatives, which 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 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 which proposals to support.
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 Steering Committee.
For each of the research projects that are approved, Scripps will assume the funding of research teams from Scripps 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.
The Parties will contribute, annually, up to US$50,000 each 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, they will be regulated by national legislation and international conventions in force. Participants shall 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.
a) Each Party will keep strictly confidential any information disclosed by the other Party that the disclosing Party identifies as confidential information (“Confidential Information”). The receiving Party will only use the Confidential Information in the performance of this Agreement.
b) 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 evidence by written records; or (iv) is required to be disclosed by applicable law, regulatory authority, or court order.
c) Neither Party shall disclose or publish the confidential knowledge of the other Party without the prior written consent of that Party.
d) The Parties agree that if they intend to disclose any information of a confidential nature, the Parties will put a confidentiality agreement in place in advance of any such disclosure.
e) As a condition for funding under this Agreement, the Higher Education and Research Institution in the State of São Paulo to which the PI from São Paulo is affiliated, must establish a cooperation agreement with Scripps, including but not limited to how Intellectual Property rights, confidentiality, and publications will be treated jointly, in observance of the policies of each funding Party.
a) 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.
b) Either Party may terminate this Agreement by written notice, with a period of three 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.
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
The Scripps Research Institute
10550 N. Torrey Pines Rd., MB202
La Jolla, CA 92014
This Agreement may be amended by mutual written consent of the Parties and made official by Addenda.
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 Sao Paulo, Brazil, in two original copies in English and Portuguese, both texts being equally authentic.
Date: February 5, 2015.
SCRIPPS RESEARCH INSTITUTE