RESEARCH COLLABORATION AGREEMENT BETWEEN SÃO PAULO STATE FOUNDATION AND EMORY UNIVERSITY
This Research Collaboration Agreement (the “Agreement”) is hereby entered into effective the 8th day of September 2015 by and between 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. JOSÉ GOLDEMBERG, 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 August 22, 2015, hereinafter referred to asFAPESP, and EMORY UNIVERSITY, a Georgia Nonprofit corporation with its principal place of business in Atlanta, Georgia, represented by its Provost, Claire Sterk, PhD, hereinafter referred to as Emory and both to as "Parties ”:
CONSIDERING The São Paulo Research Foundation, FAPESP, and Emory share an interest in promoting international scientific and scholarly cooperation and research in all areas of knowledge;
CONSIDERING need to strengthen the links between the scholarly communities of both countries and also to encourage new forms of collaboration between its research centers; and
WISHING to collaborate in joint calls for proposals, with the aim of promoting and supporting research projects involving collaboration between researchers working in public or private research and/or teaching institutions in the State of São Paulo, Brazil and researchers at Emory;
The Parties agree as follows:
Through this Cooperation Agreement, the Parties will implement scientific and scholarly cooperation between researchers from Emory, USA and from the State of São 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, including exchanging knowledge and results.
b) Organization of scientific and scholarly seminars, specialized workshops, symposia and other scholarly meetings of mutual interest, to promote interaction between the Parties and research groups relevant to both Parties, with the goal of identifying future areas for cooperation.
c) Activities of scholarly exchange that will help prepare the ground for the development of cooperative research projects between teams from the State of São Paulo and from Emory, including but not limited to, scholarly exchange visits, workshops and bilateral scholarly seminars. The Parties shall consider proposals that contribute to the basis for a joint research proposal.
3. Areas of knowledge
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) In establishing methods of collaboration pursuant to Section 2 above, the Parties will do so in accordance with the scholarly relevance and the national legislation in Brazil and the United States, respectively, and each Party’s budget availability.
b) The Parties will each appoint one representative to serve on a Joint Steering Committee responsible for the continuation of this Agreement and for drafting the call for joint proposals (“Calls for Proposals”).
c) The Parties may agree to host delegation meetings, workshops, correspondence and other procedures, as applicable.
d) Each Party will receive and review the joint proposals according to its own criteria and rules. After the revision of the joint proposals, the Joint Steering Committee will decide which proposals will be supported.
e) The Parities may establish joint procedures for the submission and review of the proposals by the Joint Steering Committee.
a) For each of the joint research proposals that are approved by the Joint Steering Committee, Emory will assume the funding of research teams from Emory or portions of the Collaborative Projects for which it is responsible and FAPESP of the research teams from the State of São Paulo, Brazil, or portions of the Collaborative Projects for which it is responsible, in all cases according to their national rules and regulations and budget availability.
b) The amount of funding necessary to support Collaborative Research Projects will be defined by the Joint Steering Committee in each Call for Proposals.
6. Intellectual Property
a) Each Party will retain ownership of any proprietary materials that it had invented, created, developed, or otherwise generated or acquired before commencement of the relationship governed by this Agreement (“Pre-existing Materials”). No license or other permission to use any Pre-existing Materials is granted or implied by this Agreement or any activities conducted hereunder, even if Pre-existing Materials are incorporated into or used in connection with any activities or projects conducted pursuant to this Agreement.
b) The Parties acknowledge that proprietary materials may be invented, created, developed, or otherwise generated or acquired in connection with the relationship and activities contemplated by this Agreement. The parties agree that ownership of any such proprietary materials shall be governed and determined by applicable law and may be addressed in subsequent agreements between the parties. The parties acknowledge that the activities of any other individual employees or other representatives shall be subject to the intellectual property policies of their respective institutions.
c) Proprietary materials may include but are not limited to inventions, trade secrets, techniques, research, data, data compilations, or copyrightable expression.
a) This Agreement shall be valid for a period of five (5) 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 six months advance written 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.
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
A/C.: Diretor Científico
Vice Provost for Global Strategy and Initiatives – Emory University
1784 North Decatur Road, Suite 130
Atlanta, Georgia, USA 30322
This Agreement may be amended by mutual consent of the Parties and made official by Addenda.
a) Each Party covers its own administration costs regarding its contribution to the Call for Proposals, 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.
e) This Agreement is not intended to be a legally binding document. Rather, it is meant to describe the nature and cooperative intentions of the institutions involved and to suggest guidelines for cooperation. Nothing, therefore, shall diminish the full autonomy of either institution, nor may any constraints be imposed by either upon the other.
f) In addition, the parties agree that, in fulfilling their respective obligations and duties under this Agreement, they shall not discriminate against any individual or group on the basis of race, religion, age, sex, national origin, citizenship, disability, sexual orientation, genetic information, or veterans/national guard/military reserve status.
g) Neither party may use any identifying marks of the other without the express written permission of the other party.
Signed in São Paulo, Brazil on September 8th 2015, in two original copies in English and Portuguese, both texts being equally authentic.
José Goldemberg - Presidente
Philip Wainwright - Vice Provost for Global Strategy and Initiatives