Agreements
Research collaboration agreement between the FAPESP and the University Of Central Florida Board of Trustees (UCF) Versão em português
Hereinafter referred to collectively as the “Parties” and Separately as a “Party”
CONSIDERING the importance of promoting cooperation in basic scientific research between UCF, Florida, U.S. 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 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 intend to implement scientific and technological cooperation between researchers from UCF, Florida, U.S. and from the State of Sao Paulo, Brazil, through the funding of joint research projects that will be memorialized in separate written agreements.
2. Methods of Collaboration
The Parties intend to promote such collaboration by observing their own laws and their own 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 UCF, Florida, U.S., including but not limited to, scientific exchange visits, workshops and bilateral scientific seminars.
(i) In this case, 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 Steering Committee, 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 scientific relevance and the national legislation in Brazil and in the State of Florida, U.S., respectively, and each Party’s budget availability. Any such collaboration will be pursuant to a separately negotiated agreement(s) between the partner research institutions that will address various legal provisions and scope of work.
b) The Parties will each appoint one representative to serve on a Joint Steering Committee responsible for the continuation of this Agreement and for drafting 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 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. 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.
e) The Parties acknowledge that this agreement sets forth the Parties’ general intentions and understandings and does not create a legally binding commitment or obligation on the Parties to carry out any specific projects or programs. Nothing in this Agreement obligates either Party to commit or transfer any funds, assets, or other resources in support of projects or activities between the Parties. Should specific projects or activities result from this Agreement, separate written agreements shall be negotiated and executed by the partner research institutions.
f) Neither Party may initiate or implement any project or activity prior to the execution of a separately negotiated agreement covering such project. Any such initiation or implementation prior to an executed agreement shall be at the sole risk of such Party.
5. Funding
a) For each of the research projects that are approved, UCF will assume the funding of research teams from UCF, Florida, U.S. 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 Joint Steering Committee in each Call for Proposals.
6. Collaborative Research Projects
a) The rights to any intellectual property arising from any projects supported under this Agreement will be dealt with in separate written contracts or agreements between the research institutions in São Paulo and in the USA.
b) All collaborative research projects to be undertaken shall be the subject of separate research collaboration agreements between the relevant research institutions, and each research institution shall be responsible for the management and progress of the research allotted to it and in accordance with the terms contained in the research collaboration agreement.
7. Term
a) This Agreement shall be valid for a period of 5 (five) years from the date of the last signature (“Effective Date”) 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 minimum thirty (30) days advance written notice.
c) The termination of this Agreement shall terminate the implementation of projects and programs already approved or which had already started unless otherwise agreed to in writing. The termination of an individual project or program will not result in the termination of this Agreement unless otherwise agreed to in writing.
d) The Parties should keep the budgets for the projects that were approved and granted and that are in development, until the term of their duration.
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) UCF:
Technical: Dr. Eric Van Stryland
University of Central Florida
College of Optics and Photonics
4304 Scorpius St.
Orlando, FL 32816-2700
Phone: 407-823-6835
Fax: 407-823-6800
Email: ewvs@creol.ucf.edu
Administrative: Felecia Baboolall
University of Central Florida
Office of Research and Commercialization
12201 Research Parkway, Ste. 501
Orlando, FL 32826 – 3246
Phone: 407-823-1879
Fax: 407-823-3299
Email: Felecia.baboolall@ucf.edu
9. Modifications
This Agreement may be amended by mutual consent of the Parties and made official with an Addenda signed by both Parties.
10. 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.
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. Neither Party may use any identifying marks of the other without the express written permission of the other Party.
e) In the event of conflict between the terms of this Agreement and any agreement that governs a specific project or activity, the terms of the agreement covering the specific project or activity shall control.
11. Export Control
Each Party acknowledges that it is subject to and agrees to abide by the United States laws and regulations controlling the export or transfer of information, technical data, software, items, materials, mockups/prototypes, biological materials and other items, (including the Arms Export control Act (“AECA”), as amended, an enumerated in the International Traffic Arms Regulations (“ITAR”) 22 CFR Parts 123 – 130, and the Export Administration Act (“EAA”) of 1979 enumerated in the Export Administration Regulations (“EAR”) 15 CFR Parts 300 – 799). The transfer of such items and technical data may require a license from the cognizant agency of the U.S. Government or written assurances by FAPESP that it shall not export such items to certain foreign countries and/or foreign persons without prior approval of the cognizant agency. UCF neither represents that a license is or is not required or that, if required, it shall be issued.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement with the Effective Date shown herein, in English and Portuguese, both texts being equally authentic and with identical content, conforming to the respective national legislation.