Agreements
Cooperation agreement between FAPESP and University of Birmingham - 2022 Versão em português
AGREEMENT FOR SCIENTIFIC OR TECHNOLOGICAL COOPERATION BETWEEN SAO PAULO RESEARCH FOUNDATION AND UNIVERSITY OF BIRMINGHAM
The SAO 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 n° 40.132, of May 23, 1962, represented by its President, Professor Marco Antonio Zago, hereinafter referred to as FAPESP, and the UNIVERSITY OF BIRMINGHAM, UNITED KINGDOM, a Chartered institution, represented by its Provost and Vice-Principal, Professor Adam Tickell, hereinafter referred to as (UoB)
CONSIDERING FAPESP and UOB both hereinafter referred to as “Parties”.
CONSIDERING the importance of promoting cooperation in scientific and technological research between UoB, United Kingdom, and the state of Sao Paulo, Brazil, wishing 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 collaboration initiatives in scientific research and technological development in priority areas of interest to both parties, fostering bilateral cooperation;
Agree as follows:
1. Purpose
Through this Cooperation Agreement, the Parties will implement scientific and technological cooperation between researchers from UoB, United Kingdom, and from the state of Sao Paulo, Brazil, through the joint funding of 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, exchanging knowledge and results;
b) Organization of scientific and technological seminars, specialized workshops, symposia and other scientific meetings of mutual interest, to promote interactions 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 UoB, 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 basis for a joint research proposal.
3. Scientific Areas
a) The activities mentioned in the second clause could be developed, in principle, in all areas of knowledge.
b) Areas of interest can be specified jointly by the appointed 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, who will form a Joint Steering Committee responsible for the continuation of this Agreement and for drafting the call for joint 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 decision of the Joint Steering Committee.
5. Joint Steering Committee
a) The selection and management of submissions for the research projects shall be administered and managed by a Joint Steering Committee, comprised of two representatives of each Party and such other people as the Joint Steering Committee unanimously agrees from time to time. This Board should include the Pro Vice Chancellor (Research) of UoB and the Scientific Director of FAPESP.
b) It is envisaged that Joint Steering Committee business will be conducted in the form of meetings, conference calls or exchange of e-mails.
c) The Joint Steering Committee shall monitor the submittal of projects from each Party and monitor the development and performance of the projects.
d) The Parties shall agree within a reasonable period of time after entering into this Agreement the terms of reference for the Joint Steering Committee which shall be consistent with the rules, regulations and procedures of both Parties. Unless otherwise agreed in writing, calls for proposals should not be opened unless these terms of reference have been agreed.
e) Both parties agree to nominate in each side a person to act as a single point of contact.
6. Funding
a) For each of the research projects that are approved, UoB will assume the funding of research teams from UoB, 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 for funding necessary to support Collaborative Research Projects will be defined by the Joint Steering Committee in each Call for Proposals.
7. 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 joint ownership agreement regarding the allocation and terms of exercising that joint ownership, taking into account the relevant contributions of the Parties.
c) For the purposes of this clause:
c.1. “Intellectual Property” means any intellectual property rights of any description including, but not limited to, patents, copyrights, registered and unregistered design rights, know-how, database rights, registered and unregistered trademarks, service marks, logos or marks of a similar nature, and any other rights in any invention, discovery or process, existing in any jurisdiction and all rights to apply for the same;
c.2 "Background Intellectual Property" means intellectual property already owned by a Party prior to the commencement of a project or developed or acquired outside the scope of a project by a Party and introduced into the project by such Party, including any modifications, improvements, derivatives or progeny thereof;
c.3. “Foreground Intellectual Property” means such intellectual property that is created, devised, developed or made in the course of work on a project excluding any Background Intellectual Property; and
c.4. "Joint Intellectual Property" means individually and collectively all Foreground Intellectual Property which is generated collaboratively by two or more Parties in performance of a project under this Agreement.
8. 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.
c) The termination of this Agreement shall not prejudice the execution of the projects and programs that have been approved or the completion of the projects and programs that have already started. In such cases, the Parties shall keep the budgets from the projects and programs throughout their duration.
9. Audit and Indemnity
a) FAPESP and UoB shall indemnify and keep fully indemnified each other from and against any and all loss, damage or liability (whether criminal or civil) suffered and legal fees and costs incurred by one party resulting from any breach of this Agreement or other negligent acts or omissions by the other Party, except that neither Party shall be liable to the other for any indirect or consequential loss, damages, claims or demands arising out of this Agreement or projects, including without limitation any economic loss or other loss of income, profits, business, opportunity or goodwill no matter how arising, whether by breach or by negligence and whether in contract, tort or otherwise.
b) FAPESP and UoB shall comply fully with all applicable local, government and international laws, regulations and guidelines which are effective during the Term, including those governing bribery and corruption, health and safety, data protection and equal opportunities matters such as race and gender equality, disability, age, religion and sexual orientation.
c) FAPESP and UoB shall fully co-operate with any financial audit or other enquiries reasonably required by either party.
10. Restrictions
a) During the Term of this Agreement both Parties shall not:
i) use the other Party’s name or logo, or the name of any of its researchers without the prior written approval from the other Party;
ii) use advertising copy in relation to this Agreement without the prior approval of the other Party;
iii) to make financial or legal commitments on behalf of the other Party.
b) All Confidential Information exchanged between the Parties or learned during the course of this Agreement shall, for a period of five (5) years from the date of receipt of such Confidential Information, be treated as confidential and shall not be disclosed to third parties without express prior authorisation from the Disclosing Party. Confidential Information of a Disclosing Party shall not be used by the receiving party except for the purpose of fulfilling its obligations of this Agreement unless otherwise agreed in writing by the Disclosing Party.
c) For the purposes of this clause, “Confidential Information” means all information of whatever nature or form that is disclosed by a Party (“the Disclosing Party”) to a another Party (“the Receiving Party”) and which is either clearly marked as confidential or if disclosed orally or visually, but was, at the time of disclosure indicated to be confidential.
11. Communications
Any notice to be served to 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) UNIVERSITY OF BIRMINGHAM:
Registrar & Secretary’s Office
The University of Birmingham
Edgbaston
Birmingham
B15 2TT
Att: Registrar & Secretary
12. Modifications
This Agreement may be amended by mutual consent of the Parties and made official by Addenda.
13. Miscellaneous
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.
14. Dispute Resolution
a) The Parties agree that this Agreement is produced in good faith, so that any dispute or divergent interpretation in relation to its implementation, execution and compliance will be resolved jointly by them and shall be in writing.
b) The lack of settlement will mater in the cancellation of the right of agreement, without liability to the Parties, which nevertheless compromise to conclude the actions in progress upon the receipt of notification sent by the other party.
c) If there is a dispute that cannot be resolved pursuant to the provisions of Clause 14 a) within 60 days then the dispute may be referred by either Party to mediation forthwith. Should either Party refer a dispute to mediation, the Parties will attempt in good faith to resolve the dispute to mediation in accordance with the procedure established by the Parties. The cost of any mediation shall be divided equally between the Parties.
d) Any dispute which is not resolved within 30 days after the commencement of the mediation procedure shall be considered unresolved and either Party may commence proceedings against the other thereafter.
e) Unless otherwise agreed in writing the Parties shall continue to comply with their obligations under this Agreement during the programme of the dispute resolution procedure set out above with respect to all matters.
f) This Agreement shall be subject to the laws of the first offending Party and the Parties agree to the exclusive jurisdiction of the courts of the first offending Party with regard to any dispute arising from it or its subject matter.
g) The failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.
h) Each Party shall not assign or sub-contract any of its rights or duties under this Agreement without the consent in writing of the other Party, such consent not unreasonably to be withheld.
i) This Agreement is not intended to establish, and shall not be construed by a Party as establishing any form of business partnership between themselves or to have created the relationship of principal and agent, a membership or any other legal entity between the Parties, other than as specifically and expressly set out herein.
j) Except as otherwise expressly provided for herein, nothing in this Agreement shall confer or purport to confer on any third party any benefit or any right to enforce any term of this Agreement.
k) Each Party agrees to comply with, and provide reasonable assistance to the other Party in relation to their relevant national data protection and freedom of information legislation, in so far as this legislation relates to this Agreement.
Once this instrument has been signed the Parties shall conclude the agreement with the effective date indicated herein in two original copies, in Portuguese and in English, both texts having the same effect, in accordance with their respective national legislation.
FAPESP
Marco Antonio Zago, President
UNIVERSITY OF BIRMINGHAM