Agreements
Cooperation Agreement between FAPESP and the Earth Biogenome Project Versão em português
MEMORANDUM OF UNDERSTANDING among the Parties of the EARTH BIOGENOME PROJECT
This Memorandum of Understanding (“MOU”) is entered into by and among the Parties set forth in Appendix 1 to this MOU (“Original Parties”), as of the Effective Date specified hereafter. In addition, it is the expectation of those participating in the Earth BioGenome Project (“EBP”) that additional Parties from around the world will join the collaboration over time in order to participate in and contribute to the initiative (“Additional Parties”) using the process described below. The Additional Parties to the MOU are set forth in Appendix 2 to this MOU. Each of the Original Parties set forth in Appendix 1 to this MOU and each Additional Party that joins the collaboration identified in Appendix 2 to the MOU will be referred to collectively herein as the “Parties”.
1. PURPOSE
The purpose of this MOU is to provide a framework for participation in the Earth BioGenome Project through the collaboration of the Original Parties set forth in the Appendix 1 to this MOU, as well as Additional Parties identified in Appendix 2 to the MOU, who will join the collaboration over time. This MOU does not create any legally binding obligation on the part of the Parties but the Parties may contemplate entering into legally binding agreements in the future to further their collaboration. The general intent of this MOU is to establish collaboration plans for the Parties. As Additional Parties join the initiative, they will be added to the MOU in accordance with the terms set forth below. The Parties seek to complement each other’s respective strengths, experience, and technologies in order to facilitate increased collaboration in environmental, biodiversity, and genomic sciences to further the goals of the Earth BioGenome Project.
2. BACKGROUND
Understanding, conserving and responsible stewardship of Earth’s biodiversity are among the most challenging scientific and social challenges of the new millennium. Addressing these challenges requires fundamental new knowledge to fill the huge gaps in our understanding of the organization, evolution, functions, and interactions among organisms. This knowledge can be gained in part by sequencing and characterizing the genomes of all known eukaryotic species on Earth in a rapid and standardized fashion. To promote a global effort in biodiversity genomics, a number of institutions have organized to form an unincorporated international collaboration called the Earth BioGenome Project (EBP).
The Parties of EBP recognize that the scope of the initiative exceeds the capability of any one Party to undertake; each Party recognizes that participating in and contributing to the shared development of EBP standards and activities advances its individual interests and that of society at large. As such, the Parties believe that by entering into this MOU they will be able to develop the EBP and further their respective missions in a manner in which they would not be able to do individually.
Accordingly, the Parties have agreed that a coordinated, international, scientific effort is needed, and they hereby express their intent to become Parties of the EBP, and in doing so identify their roles and functions associated with maintaining and expanding EBP.
EBP also acknowledges that the Convention on Biological Diversity has noted “the general lack of information and knowledge regarding biological diversity and of the urgent need to develop scientific, technical and institutional capacities to provide the basic understanding upon which to plan and implement appropriate measures.” To the greatest extent possible, EBP agrees to adhere to the principles that regulate the accessibility of biological information, including the Convention on Biological Diversity (CBD, 1993), the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES, 1975), the International Plant Protection Convention (IPPC, 1952), the International Treaty on Plant Genetic Resources for Food and Agriculture (IT PGRFA, 2004), the Convention on the Conservation of Migratory Species of Wild Animals (CMS, 1983), and the International Whaling Commission (IWC, 1946).
To the greatest extent possible, EBP will conduct its activities in alignment with the objectives and principles of the Nagoya Protocol on Access to Genetic Resources and the Fair and Equitable Sharing of Benefits Arising from their Utilization to the Convention on Biological Diversity (2014). The Parties acknowledge that the EBP will have an instrumental role in unleashing valuable Inclusive bioeconomy innovations for biodiverse nations that can provide an alternative path for economic development that is sustainable by design.
To the greatest extent possible, EBP will promote the principles of open accessibility to biogenomic information with the understanding that the Original Parties will address the issues of permissible use and benefit sharing as a global consensus develops.
Membership in EBP will not affect the normal operations of the Parties.
3. COLLABORATIVE OBJECTIVES
This MOU formalizes the intent of the Parties to develop a global “network of communities” as the most realistic strategy for achieving the grand challenge goal of sequencing all life on Earth. This MOU further sets forth the general intentions of the Parties to engage in these scholarly activities that are strictly non-profit seeking, in a manner that will not create a commercial advantage to any of the Parties. The Parties of EBP agree to conduct collaborative activities dedicated to achieving the following goals directly or indirectly:
• Revise and reinvigorate our understanding of biology, ecosystems and evolution
- To better understand evolutionary relationships among all known organisms
- To fully elucidate the distribution and density of species on Earth
- To generate new knowledge of ecosystem composition and functions
- To discover new species
- To elucidate genome evolution
- To discover fundamental laws that describe and drive evolutionary processes
• Enable the conservation, protection, and regeneration of biodiversity
- To determine the role of climate change in sustaining biodiversity
- To clarify how human activities and invasive species affect biodiversity
- To develop evidence-based conservation plans for rare and endangered species
- To create genomic resources to restore damaged or depleted ecosystems
• Maximize returns to society and human welfare
- Through vast new medicinal resources for human health
- Through enhanced prediction and control of pandemics
- Through new genetic variation for improving agriculture
- Through novel materials and resources for bio-based industries
- Through improvements in environmental quality and ecosystem services
4. SCOPE OF THE COLLBABORATION
Parties in the EBP share an interest in generating complete genomes for biodiversity of non-human life on Earth. Through the EBP, the Parties resolve to explore ways in which they could work together to develop and increase the capacity for understanding and utilizing biodiversity from across the planet. Such collaboration will be agreed to in future written agreements, but may include the following:
• Cataloging the genome content of all Earth’s biodiversity;
• Establishing mechanisms of data sharing that will build a permanent, freely-accessible resource for future scientific discovery in alignment with applicable national and international regulations and protocols to the extent possible; and
• Driving solutions for preserving Earth’s biodiversity, managing its ecosystems, spawning bio-based industries, and sustaining human societies.
In order to achieve these outcomes, the Parties of the EBP recognize the need for collaboration agreed to in future written agreements to:
• Encourage active collaboration and communication;
• Ensure consistent quality standards for genomic sequencing, annotation, and analyses;
• Improve best practices for the preservation and use of genomic sample and collections.
5. IMPLEMENTATION OF SPECIFIC PROJECTS
The Parties will enter into a separate written agreement for each specific initiative or project arising under this MOU that requires the commitment of funds and other resources from two or more Parties or otherwise necessitates written documents reflecting the Parties’ mutual understanding of details related to the planning, development and implementation of the project (“Project Agreements”). Project Agreements involving the exchange of specimens, data or information will include provisions governing intellectual property rights and, if necessary, export control regulations.
6. FUNDING
This MOU creates no financial obligation or commitment of staff or other resources on the part of any Party. All activities undertaken pursuant to this MOU shall be subject to available funding and availability of in-kind resources. In general, each Party will be responsible to raise its own funds to execute the research program proposed in this MOU. In case funding opportunities or exchange funding are made available, it is understood that the applicable Parties will negotiate and sign further Project Agreements between themselves to execute the research activities described in Scope of the Collaboration.
7. AUTHORIZED REPRESENTATIVES
Authorized Representatives of the Original Parties are as shown in Appendix 1, and Authorized Representative of the Additional Parties are shown in Appendix 2 to this MOU.
8. DURATION, TERMINATION AND AMENDMENT
Duration. This MOU shall remain in force for five (5) years from the date it has been signed by at least four Original Parties (“Effective Date”). Any Party may terminate its own involvement in this MOU by providing 60 days’ advance written notice to the other Parties. Separate agreements entered into governing funded projects will identify appropriate mechanisms and timelines for the projects to reach an orderly conclusion in accordance with the relevant Project Agreement.
Extension and Renewal. The Parties may extend or renew this MOU by mutual agreement of a majority of the Original Parties, confirmed in a written amendment signed by each Party’s authorized signatory.
Amendment. No amendment of the terms of this MOU will be effective unless made in writing and signed by a majority of the Original Party’s authorized signatory followed by required notice of the amendments to all Parties.
Additional Parties. Additional Parties may join the collaboration over time in order to participate in and contribute to the initiative. Additional Parties will be reflected in Appendix 2 to the MOU. They will be bound by all of the terms of the MOU. All Original Parties will be provided written notice that an Additional Party would like to join the MOU. Each Original Party will have fourteen (14) days to raise an objection in writing to the inclusion of a proposed Additional Party to the MOU. If no Original Party objects in writing to the inclusion of the proposed Additional Party within this timeframe, the Additional Party will become a Party to the MOU. If an objection is raised by an Original Party within the fourteen (14) day timeframe, the Additional Party will not join the MOU.
Entire Agreement. The terms and conditions herein constitute the entire agreement and understanding by and between the Parties and shall supersede all other communications, negotiations, arrangements, and agreements either oral or written, with respect to the subject matter herein.
9. GENERAL MATTERS
Use of Names. Each Party may use the other Party’s name and/or mark in announcing and otherwise promoting this MOU or a specific Project Agreement, provided all language and phrases concerning or referring to the other Party shall be approved in writing in advance by the other Party. Except as permitted under this paragraph, Parties may only use the name, logo or trademarks of other Parties in any form, whether written, oral or visual for any purpose whatsoever, with express written permission. Nothing in this MOU shall be deemed confidential.
Nondiscrimination . In the administration of this MOU or any Project Agreements, the Parties shall not discriminate on any basis prohibited by applicable law, including on the basis of race, sex, age, disability, ethnicity, religion, or national origin.
Notices. The Parties must give all notices under this MOU in writing. All communications must be sent to the addresses set forth below or to such other address designated by the Parties by written notice. Notices are effective upon receipt.
Indemnification. To the extent authorized by law, each Party agrees to indemnify and hold the other Parties harmless from any and all claims, liabilities, damages, judgments, settlements, and expenses (“Claims”) arising or related to this MOU or any project arising thereunder, except for Claims arising from a Party’s negligence or willful misconduct. Each Party is responsible for the acts, omissions, or negligence of its own officers, employees, agents and representatives acting within the scope of their employment in carrying out their respective responsibilities under this MOU.
Dispute Resolution. The Parties agree to make efforts in good faith to resolve all disputes amicably and expeditiously between themselves by good faith consultation or negotiation by the Institutional Representatives or their designees, or by any other way agreed upon by the Parties.
Non-Binding Nature. This MOU is not intended to and does not give any person who is not a Party to it any rights to enforce any of its provisions. Nothing in this MOU will be construed as creating binding legal obligations between the Parties. This MOU is a broad statement of intent, which sets forth the general basis upon which the Parties wish to proceed. No legal liability will arise in respect of any subject matter hereof unless a subsequent binding agreement is negotiated, approved, executed and delivered by the Parties to this MOU. Under no circumstances will this MOU be construed as creating or establishing any formal, legal, association, partnership, joint venture, principal/agent or master/servant relationship between the Parties.
Force Majeure . The Parties acknowledge that any project arising under this MOU may be suspended or terminated due to an event of force majeure including, but not limited to, fire, earthquake, epidemic, explosion, casualty, strike, act of war, riot, civil disturbance, terrorism, act of God, state, local or national law, decrees or ordinance, or any executive or judicial order, or any other reason beyond the Parties’ control. Each Party will notify the other Party as soon as it is aware of any event of force majeure, which would delay or prevent the performance. In the event of a force majeure, the Parties will consult with each other to determine a revised timeline for performance or whether to terminate the MOU.
Authorized Signatories. Each Party represents that the individuals signing this MOU have the authority to sign on its behalf in the capacity indicated.
10. COUNTERPARTS
This MOU may be executed in any number of counterparts, each of which shall be an original as against the party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument.
APPENDIX 1:
Original Parties to Memorandum of Understanding on the Earth BioGenome Project
(1) Party name: The Smithsonian Institution, USA
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(2) Party name: The University of California at Davis, USA
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(3) Party name: Carl R. Woese Institute of Genomic Biology, University of Illinois at Urbana- Champaign, USA
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(4) Party name: The Board of Trustees of The Royal Botanic Gardens at Kew, UK
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(5) Party name: George Washington University, USA
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(6) Party name: Wellcome Sanger Institute, UK
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(7) Party name: Harvard University, USA
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(8) Party name: Natural History Museum, Copenhagen
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(9) Party name: Joint Genome Institute, Department of Energy, USA
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(10) Party name: United States Department of Agriculture
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(11) Party name: University of California at Santa Cruz, USA
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(12) Party name: Rockefeller University, USA
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(13) Party name: Baylor College of Medicine, USA
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(14) Party name: Fundação de Amparo à Pesquisa do Estado de São Paulo (FAPESP), Brasil
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(15) Party name: University of Florida, USA
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(16) Party name: BGI Foundation, Shenzhen, China
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(17) Party name: Max-Planck Institute, Germany
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
APPENDIX 2:
Additional Parties to Memorandum of Understanding on the Earth BioGenome Project
(1) Party name:
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(2) Party name:
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(3) Party name:
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________
(4) Party name:
Signed: _____________________________________
Name: _____________________________________
Title: _____________________________________
On behalf of: _____________________________________