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MEMORANDUM OF UNDERSTANDING BETWEEN SAO PAULO RESEARCH FOUNDATION AND DUKE UNIVERSITY

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, 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 22^nd, 2015, hereinafter referred to as FAPESP, and DUKE UNIVERSITY, acting through its Office of Global Affairs, in Durham, North Carolina, U.S.A. , represented by its Vice President and Vice Provost, Michael Merson, hereinafter referred to as DUKE and both to as “Parties”:

CONSIDERING the importance of promoting cooperation in scientific and technological research between DUKE, USA 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:

1. Purpose

Through this Memorandum of Understanding (“MOU”), the Parties will promote scientific and technological cooperation between researchers from DUKE, USA and from the State of Sao Paulo, Brazil, through the funding of joint research projects, each such project subject to a separate legally binding agreement and available funding.

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 DUKE, 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 agency, which will form a Joint Steering Committee responsible for the continuation of this MOU 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 recommended to institutional officials for approval.

e) The Parities 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 and the decision of relevant decision makers at each Party.

5. Intellectual Property

Any legal agreement entered into between the Parties in furtherance of this MOU shall address ownership and use of intellectual property.

6. Term

This MOU 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 MOU, signed by each Party’s authorized signatory.

The Party may terminate this MOU by written notice, with a period of six months in advance.

The termination of this MOU 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.

7. Communications

Any notice to be served on either of the Parties by the other shall be made in writing and shall be sent via commercial overnight carrier 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) DUKE:
Office of Global Affairs
Duke University
124 Allen Building
Durham, NC 27705
Attn: Antonio Arce

8. Modifications

This MOU may be amended by mutual consent of the Parties and made official by Addenda, if made in writing and signed by each Party’s authorized signatory.

9. Miscellaneous

a) Each Party covers its own administration costs regarding, unless otherwise jointly decided.

b) This MOU 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 MOU.

d) The Parties agree that this MOU 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 the name of the other party in any form of advertising or publicity without express written permission. The parties may seek permission from one another by submitting the proposed use, well in advance of any deadline, to the liaison officers designated in the Communications section above.

f) This MOU is not intended to create any legally binding obligations on either institution but, rather, is intended to facilitate discussions regarding general areas of cooperation.

Signed in Sao Paulo, Brazil on __________________, in two original copies in English and Portuguese, both texts being equally authentic.

FAPESP José Goldemberg – President

DUKE Mike Merson – Vice President and Vice Provost for Global Affairs

 

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