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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:

1. Purpose

Through this Cooperation Agreement, the Parties will implement scientific and technological cooperation between researchers from UCSD, USA 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:

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 Parties, 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 UCSD, 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. Implementation

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 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.

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 in a meeting which proposals will be supported.

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 Joint Steering Committee.

f) The Parties agree to enter into specific written Agreements hereunder to clarify and define the nature, extent and terms of operation for the collaborations and cooperation between them, including intellectual property ownership, teaching and research activities. These Agreements will require the approval of appropriate officers of each party. For agreed upon activities, both Parties will make their facilities and staffs available as further defined in such Agreements.

g) Neither Party may assign, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under a joint work at any time without the prior written consent of the other Party, which shall not be unreasonably withheld. The Parties are deemed independent contractors and may not bind the other, except as provided for herein or authorized in writing by the other Party.

h) Each Party agrees not to use the other’s name or logo in publicity without written consent from the senior executive of the other Party or his/her designate.

5. Funding

a) For each of the research projects that are approved, UCSD will assume the funding of research teams from UCSD and FAPESP will assume the funding of the of the research teams from the State of Sao Paulo, Brazil, in all cases according to their national rules and regulations and budget availability.

b) The amount for funding to be offered to support collaborative research projects will be defined by the Joint Steering Committee in each Call for Proposals.

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 should also 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 separate joint ownership agreement regarding the allocation and terms of exercising that joint ownership, taking into account the relevant contributions of the parties.

7. Term

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.

This agreement may be terminated without cause, for any reason, at any time by either party upon ninety (90) days prior written notice, provided, however, no termination should adversely interrupt or impair a research project, program or course of study or its participants, commenced prior to such termination. 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.

8. Communications

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:

(a) FAPESP:
Rua Pio XI, 1500 – Alto da Lapa
CEP 05468-901 – São Paulo / SP – Brasil
e-mail: dc@fapesp.br
Att.: Scientific Director

(b) UCSD:
Chief Operating Officer
UC San Diego Health Sciences
9500 Gilman Drive, MC 0602
La Jolla, California, USA 92093
Email: ghasegawa@ucsd.edu

9. Modifications

This Agreement may be amended by mutual consent of the Parties and made official by Addenda.

10. Miscellaneous

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.

This Agreement may be executed in separate counterparts, none of which need contain the signatures of all parties, each of which shall be deemed to be an original, and all of which taken together constitute one and the same instrument. Telecopied or scanned signatures will be deemed to have the same effect as an original.

Signed in Sao Paulo, Brazil on ___/__/____, in two original copies in English and Portuguese, both texts being equally authentic.