Agreements
Agreement between FAPESP and Coventry University Versão em português
COOPERATION AGREEMENT BETWEEN SAO PAULO RESEARCH FOUNDATION AND COVENTRY 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 22nd, 2015, hereinafter referred to as FAPESP, and the COVENTRY UNIVERSITY, Portal House, 163 New Union Street, Coventry, CV1 2PL, hereinafter referred to as COVENTRY and both to as “Parties”:
CONSIDERING the importance of promoting cooperation in scientific and technological research between Coventry, UK, 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 follow:
1. Purpose
This Cooperation agreement is intended to provide a framework under which the relationship between the Parties will be conducted to allow the Parties to implement scientific and technological cooperation between researchers from Coventry University, UK, and from the State of Sao Paulo, Brazil, through the funding of joint research projects, prior to signing more detailed formal Agreements (“the Agreements”).
2. Methods of Collaboration
The Parties will consider opportunities to enable them to collaborate, whilst 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) Promotion of 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 Coventry, 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, who 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 decision of the Joint Steering Committee.
5. Funding
a) For each of the research projects that are approved, Coventry will assume the funding of research teams from Coventry University, 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 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 joint ownership agreement regarding the allocation and terms of exercising that joint ownership, taking into account the relevant contributions of the parties.
7. Legality
a) The parties agree that paragraphs 6, 7, 8 and 10 of this agreement shall be binding legal obligations of the parties. The remaining provisions of this agreement shall not be binding and shall have no legal effect. The parties agree to negotiate in good faith to reach a formal Agreement embodying the principles set out in this agreement, with a view to signature prior to the expiry of this agreement. Neither party is bound to enter into the Agreement.
8. Liability
a) Except for any breach of those clauses which the Parties have agreed will have legal effect, neither Party will make any claim against or be liable to the other for any loss or damages, including, but not limited to, any consequential damages or lost profits, arising from any discussions, actions taken in reliance of this agreement or for termination of the negotiations without reaching a comprehensive agreement. This paragraph will survive termination of this agreement.
9. Confidentiality
Each party undertakes that it shall not at any time and for a period of 3 years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted below.
Each party may disclose the other party’s confidential information:
a) To its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and
b) As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
10. 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.
Either Party may terminate this Agreement by a six months’ advance written notice.
The termination of this Agreement shall not bring harm to the implementation of projects and programs already approved or which have already started, in which case the Parties should keep their budget for the projects and programs during the term of their validity.
11. 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) Coventry University:
Legal Services, Portal House, 163 New Union Street, Coventry, CV1 2PL
Email: LegalNewMatters.VCO@coventry.ac.uk
12. Modifications
This agreement may be amended by mutual consent of the Parties and made official by Addenda, which shall be in writing and signed by both parties.
13. Miscellaneous
a) Each Party covers its own administration costs regarding its contribution to the Call of 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.
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.
Signed in Coventry, UK, on ___________________, in two original copies in English and Portuguese, both texts being equally authentic.
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FAPESP |
COVENTRY UNIVERSITY |