Agreements
Agreement between FAPESP and Associação Columbia Global Center / Brasil Versão em português
The SÃO PAULO RESEARCH FOUNDATION, 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 nº 40.132, of May 23, 1962, represented by its President, Prof. Dr. JOSE 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 22nd, 2015, hereinafter referred to as FAPESP, and the ASSOCIAÇÃO COLUMBIA GLOBAL CENTER/BRASIL, registered as a nonprofit organization in Brazil, under CNPJ 15.730.628/000110, located at Rua Candelária 9, 3RD floor, Centro, City and State of Rio de Janeiro, represented by its Director Prof. Thomas Joseph Trebat, hereinafter referred to as COLUMBIA and both as “Parties”:
WHEREAS, Columbia was established as a nonprofit organization by Columbia University in the City of New York (the “University”) to develop and foster initiatives in Brazil in the fields of health, education, energy, sustainable development, and other scholarly, research, and activities in the public interest;
WHEREAS, FAPESP is an independent public foundation with the mission to foster research and the scientific and technological development of the State of São Paulo;
CONSIDERING the importance of promoting cooperation in basic scientific research between New York, USA and the State of Sao Paulo, Brazil, the Parties wish to strengthen this cooperation on the basis of equality and mutual benefit;
CONSIDERING the need to strengthen the links between the scientific communities of both countries and also to encourage new forms of collaboration between their research centers;
WISHING to promote collaborative initiatives in scientific research and technological development in priority areas of interest to both Parties, fostering bilateral cooperation;
NOW, THEREFORE, the Parties agree as follow:
1. Purpose
Through this Cooperation Agreement, the Parties will implement scientific and technological cooperation between researchers from the University , New York, 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 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 technological seminars, specialized workshops, symposia and other scientific 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 scientific exchange that will help prepare the ground for the development of cooperative research projects between teams from the State of São Paulo, Brazil and from the University, New York, USA, including but not limited to, scientific exchange visits, workshops and bilateral scientific seminars.
The Parties shall consider proposals that contribute to the basis for a joint research proposal.
3. Areas
Areas of interest can be specified jointly by the appointed Joint Steering Committee (referenced below), in the calls for research proposals.
4. Implementation
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 in New York, USA, 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. From time to time, the Parties, with the assistance of the Joint Steering Committee and other resources within each Party, may draft an issue 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 issue, receive, and review the joint proposals according to its own criteria and rules. After the revision of the joint proposals, the Parties will decide which proposals will be supported.
e) The Parties may establish joint procedures for the issuance, submission, and review of the proposals.
f) This Research Collaboration Agreement provides a framework for exploring areas of mutual interest, but does not itself enable the Parties to engage in any project or activity or undertake any work obligation or financial commitment. FAPESP and Columbia (in coordination with the University) will, from time to time, identify projects, activities, or exchanges of mutual interest, and, as mutually agreeable, will develop written work plans and separate, new agreements with project commitments and details, including roles and responsibilities, financial arrangements, and other terms and conditions as appropriate. Neither Party will have any obligation to perform any activity, exchange any information, or incur any expense or cost under this Research Collaboration Agreement except as may be set forth in further written project agreements signed by authorized representatives of both Parties.
5. Funding
a) For each of the research projects that are approved and finalized through a separate written agreement, unless otherwise agreed, Columbia (or the University, as applicable) will assume the funding of research teams from New York, USA 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.
b) The amount of funding necessary to support Collaborative Research Projects will be defined by the Parties.
6. Intellectual Property
a) Each project agreement will address ownership of intellectual property rights. In general, 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 referenced in each project agreement.
b) In general, and subject to the provisions of each project agreement, 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.
7. Term
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 a six months’ advance written notice; provided, however, that a Party may immediately terminate this Agreement upon written notice if it determines that its continued participation would violate any laws, regulations, policies, or rules applicable to such Party, jeopardize the health or safety of its faculty, students, or staff, or adversely affect its accreditation, licenses, or tax status.
c) The termination of this Agreement shall not bring harm to the implementation of projects and programs already covered by signed written agreements or which had already started, in which case the Parties should keep their budget for the projects and programs during the term of their 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) COLUMBIA:
Rua Candelária, 9 – 3º andar – Centro
CEP 20091-904 – Rio de Janeiro / RJ – Brasil
Email: tt2166@columbia.edu
Att.: Thomas Trebat
9. Modifications
This Agreement may be amended only in writing by mutual consent of the Parties.
10. Miscellaneous
a) Each Party covers its own administration costs regarding its activities under this Agreement, including in their 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. Each Party agrees that in connection with this Agreement, it will comply with applicable anti-bribery and anti-corruption laws and regulations, including without limitation, the anti-corruption laws of Brazil and the U.S. Foreign Corrupt Practices Act. Each Party further agrees that it will not offer, promise, provide, or pay (or authorize the offer, promise, provision, or payment of), directly or indirectly, anything of value to any entity or other person of any type (including, but not limited to, any government official, official of any public international organization, political party official, or political candidate) for the purpose of influencing any act or decision or to secure any other improper advantage or benefit.
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) Neither Party may use any identifying marks of the other without the express written permission of the other Party. Neither Party will make any public announcement or press release regarding the existence or contents of this Agreement without the other Party’s prior written consent.
f) Although the Parties envision a cooperative and productive collaboration, each is an independent entity with respect to one another, and nothing in this Agreement constitutes the Parties as partners (in the legal sense), or joint venturers, or allows a Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever.
g) The Parties may execute this Agreement in counterparts, each of which is deemed an original, but all of which together constitute one and the same instrument. This Agreement may be delivered electronically or by facsimile transmission, and the Parties agree that any electronic or facsimile signatures to this Agreement will be valid and enforceable as originals.
Signed in Sao Paulo, Brazil, on ___________________, in two original copies in English and Portuguese, both texts being equally authentic.
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