COOPERATION AGREEMENT FOR RESEARCH BETWEEN SAO PAULO STATE FOUNDATION AND BRUNEL UNIVERSITY LONDON
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. 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 21st, 2015, hereinafter referred to as FAPESP, and the BRUNEL UNIVERSITY LONDON - BRUNEL, that was granted university status by Royal Charter in the ninth day of June 1966 and it’s nomenclature and status updated by Royal Charter in the sixteenth day of June 2014, represented by Deputy Vice Chancellor, Professor Geoffrey Rodgers, hereinafter referred to as BRUNEL and both to as “Parties”:
CONSIDERING the importance of promoting cooperation in scientific and technological research between UK 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 the Brunel, UK 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:
2.1 Implementation of joint research projects 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 Parties, 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 State of São Paulo and from Brunel, 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 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.
4.1 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.
4.2 The Parties will appoint two representatives one from each institution, which will form a Joint Steering Committee responsible for the continuation of this Agreement and for drafting the call for proposals.
4.3 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.
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 Parities may establish joint procedures for the submission and review of the proposals in case of mutual interest and the decision of the Steering Committee.
5.1 For each of the research projects that are approved, BRUNEL will assume the funding of research teams from UK 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.
5.2 The amount for funding to be offered to support collaborative research projects will be up to the equivalent to £20,000 (twenty thousand GBP, or it’s equivalent in Brazilian Reais) per year, from each Party, for an initial two years.
5.3 This funding could include grants, mobility costs, specific costs for meetings and research costs for each of the research projects that are approved. Regarding mobility costs, each Party will fund the travel expenses and the prevailing per diem allowances of its researchers when they are working in the other Party’s country.
6. Intellectual Property
6.1 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 funding of their team.
6.2 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.
6.3 Ownership and control of Background Intellectual Property will be unaffected by this Agreement. Access rights to Background Intellectual Property will be negotiated, where the owning Party is in a position to do so, as appropriate in order to meet the obligations of the agreement.
6.4 Where the Parties create Joint Intellectual Property it shall be jointly owned the Parties in equal shares provided that Brunel shall solely comply with any rights of its Academics under employment contracts or any applicable legislation (where relevant), including, but not limited to, sharing its interest in the revenue sharing in connection with the exploitation of any such developed intellectual property with its Academics and thus for the avoidance of doubt FAPESP shall have no obligations in this respect.
6.5 This Agreement does not confer any right on any Party to use another Party's name, trademarks, logo or other registered or unregistered intellectual property.
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 The Party may terminate this Agreement by written notice, with a period of six months in advance.
7.3 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
Brunel University London, Uxbridge, UB8 3PH, UK
Att.: Deputy Vice Chancellor (Research)
This Agreement may be amended by mutual consent of the Parties and made official by Addenda.
10.1 Each Party covers its own administration costs regarding its contribution to the call, unless otherwise jointly decided.
10.2 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.
10.3 The Parties shall maintain the highest ethical and legal standards in funding research under this Agreement.
10.4 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.
10.5 This Agreement shall be governed by and construed in accordance with EU law and Brazilian Law. In the event of a dispute the parties will determine themselves which law governs their relationships. The parties may reserve the right to refer any unresolved dispute to the International Court of Arbitration.
Signed in two original copies in English and Portuguese, both texts with the same content and being equally authentic.