Cooperation agreement between São Paulo Research Foundation - FAPESP and Rhodia Poliamida e Especialidades S.A. Versão em português

This Agreement is made by and between:


- SÃO PAULO RESEARCH FOUNDATION - FAPESP, a legal entity of private law established by the State of São Paulo under the authorization of State Law number 5.918 of 18 October, 1960, with Statutes approved by State Decree number 40.132 of 23 May, 1962, registered at the National Tax Payer Roll under number 43.828.151/0001-45, with head office at Rua Pio XI, 1500, Alto da Lapa, São Paulo, SP, Brazil, hereinafter named FAPESP and hereby represented by its President, Professor Marco Antonio Zago, 


- RHODIA POLIAMIDA E ESPECIALIDADES S.A., a company member of the Solvay Group enrolled under corporate tax payer number 15.179.682/0001-19, and having its registered office located at Avenida Maria Coelho Aguiar nº 215, Bloco B, 1º andar -Parte 1, 05804-902 São Paulo - SP (Brazil), hereinafter referred to as “Solvay” and hereby represented in accordance with its Bylaws

FAPESP and Solvay are hereinafter individually referred to as “Party” and collectively as “Parties”.


(i) FAPESP is a foundation, funded by the taxpayer in the State of São Paulo, with the mission to support research projects in higher education and research institutions, in all fields of knowledge.

(ii) Solvay is active in the development, production and sale of various chemicals and polymers, and owns valuable know-how in connection therewith. Furthermore, Solvay considers:

- that to increase and develop competitive advantages in its markets, it is necessary to continuously improve the efficiency with which the scientific and technological knowledge required for its industrial activity will be generated;

- that it is in its interest to open up the effort to prepare for the future with respect to its field to scientific and technological partners who are aware of its industrial objectives and capable of generating suitable scientific approaches;

(iii) FAPESP and Solvay wish to build scientific and technological competencies, strategic alliances to promote the scientific and technological development, promote the dissemination of knowledge and provide results that have potential for applications with a market value in areas of interest to Solvay and FAPESP. 

In consideration thereof, the Parties have agreed as follows:

1. Definitions

1.1. The following capitalized terms shall have the following meanings:

Affiliate With respect to Solvay, any person, organization or entity controlling, controlled by or under common control with, Solvay. For purposes of this definition only, “control” of another person, organization or entity will mean the possession, directly or indirectly, of the power to direct or cause the direction of the activities, management or policies of such person, organization or entity, whether through the ownership of voting securities, by contract or otherwise. Without limiting the foregoing, control will be presumed to exist when a person, organization or entity (a) owns or directly controls fifty percent (50%) or more of the outstanding voting stock or other ownership interest of the other organization or entity or (b) possesses, directly or indirectly, the power to elect or appoint fifty percent (50%) or more of the members of the governing body of the other organization or entity. The Parties acknowledge that in the case of certain entities organized under the laws of certain countries, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent (50%), and that in such cases such lower percentage will be substituted in the preceding sentence.

Agreement This entire COOPERATION AGREEMENT FOR RESEARCH FOCUSED ON TECHNOLOGY DEVELOPMENT including its annex or appendices, and any amendments thereto from time to time.

Confidential Information (i) Solvay’s Inputs,

    (ii)    the content of any draft for Calls for Research Proposals (“CFRP”) set up
            within the scope of this Agreement, unless expressly approved in writing by
            both Parties, and 

   (iii)    the Results, unless otherwise provided for in any of the Specific Agreements
            related to any CFRP.

Solvay’s Inputs Irrespective of its form of disclosure, whether oral, visual or any other form, (i) any technical, economic or business information disclosed by Solvay, directly or indirectly (by any of its Affiliates or any third party such as an agent, subcontractor or external adviser acting in the name of Solvay), to FAPESP during the Term under this Agreement or under any Specific Agreement, including any material sample, if identified as confidential, (ii) any technical, economic or business information obtained by FAPESP through the execution of this Agreement from, and to the extent it relates to any information under (i), if identified as confidential, and (iii) any information acquired visually by FAPESP at the occasion of its visits to any of Solvay’s facilities and/or those of its Affiliates, if identified as confidential.
Solvay’s Inputs may include, without limitation, data, know-how, trade secrets, inventions, unpublished patent applications, specifications, product properties, compositions, technical capabilities, research and development programs, samples, and materials, developed or acquired by Solvay prior to the Effective Date, or thereafter independently of the performance of selected projects within the scope of Specific Agreements.
Solvay’s Inputs shall be Confidential Information when (i) if disclosed in writing or in any other form or support, it is identified as being “confidential” by Solvay, (ii) if disclosed orally or visually, it is identified as such during its disclosure and confirmed in writing within thirty (30) days after such disclosure, or (iii) if acquired visually by the receiving party at the occasion of its visits to any of Solvay’s facilities and/or those of its Affiliates, it is manifestly of a confidential nature.

Effective Date          07/03/2019

Governing Law The Brazilian law.

Representatives Solvay’s Representatives and/or FAPESP’s Representatives as applicable.

-“Solvay’s Representatives” means Solvay’s and its Affiliates’ employees, officers, subcontractors, services providers and external advisers. 

-“FAPESP’s Representatives” means FAPESP’s employees and officers.

Research Proposal research proposal submitted by an Institution in response to a CFRP for a specific project. 

Secrecy Period From the Effective Date until five (5) years after the end of the Term. 

Specific Agreement Agreement to be negotiated and to be signed among FAPESP, Solvay and the Institution(s) for the performance of selected research and/or development projects following CFRP. 

Term Ten (10) years from the Effective Date, unless earlier terminated according to the provisions of Sub-Clause 8.2 or Clause 9.

Results All the results, including, but not limited to, any data, information, material, improvement and invention, whether or not patentable, obtained or made by the Parties and the selected Institution(s) through the performance of the selected research and/or development projects conducted in the context of Specific Agreements. 

For the avoidance of doubt, (i) any results obtained by a Party prior to the Specific Agreements shall remain the property of such Party, and (ii) results obtained outside the scope of research carried out in performance of a Specific Agreement shall belong to the Party which acquires them. 

1.2. The singular includes the plural and vice versa.

2. Purpose

2.1. The purpose of this Agreement is to (i) establish the conditions for selection and funding of scientific and technological research and/or development projects involving collaboration between scientists working in public or private research or teaching institutions in the State of São Paulo, Brazil (“Institutions”) and scientists from Solvay, and (ii) define the areas of interest to Solvay and FAPESP to be included in Annex I.

2.2. Research and/or development projects will be selected through publicly announced CFRP, prepared according to the guideline in Annex II, which is an integral and inseparable of this Agreement for all legal intents and purposes.

3. Applicability

3.1. This Agreement applies to the relations between FAPESP and Solvay and may apply to the relations between FAPESP and Solvay’s Affiliates as the case may be. In this event, Solvay will remain solely liable for any breach of the obligations set forth herein by its Affiliates.

3.2. The terms and conditions set forth herein apply to the discussions for the preparation of projects, CFRP and Specific Agreements, and to the Specific Agreements as such related to each selected Research Proposal, unless expressly provided otherwise in such agreements. 

4. Execution of the Agreement

4.1. This Agreement will be supervised by a Joint Steering Committee (JSC) formed by two Representatives from FAPESP and two Representatives from Solvay. The decision of the JSC to approve any Research Proposal shall be consensual. 

4.2. The JSC will have the following responsibilities:

a.1) Specify themes, after consultation of the Parties, for the CFRP, which should be written observing the guidelines of Annex II. 

a.1) Pre-select the Research Proposals received according to their compliance with the terms and themes of the corresponding CFRP.

a.2) Issue a final recommendation to the Scientific Director of FAPESP about each one of the Research Proposals received, after they have been analyzed by FAPESP’s reviewers and by the Area Coordinators at FAPESP in accordance with the provisions set forth in Annex III.

a.3) Supervise the selected Research Proposals, fostering the collaboration among the scientists and students participating in each one of the selected projects with one another.

a.4) Find solutions to all technical, administrative and financial questions that may arise during the Term of the Agreement, as well as supervising the execution of the activities arising from the present Agreement, referring to their respective superior officers as required.

a.5) Attend to the Checkpoint meetings and resume and sign its deliberations into minutes.

b) The CFRP will be issued by FAPESP, after the agreement of the JSC. For the avoidance of doubt, the content of each CFRP shall be expressly approved in writing by both Parties before any disclosure. 

c) Both FAPESP and Solvay may relieve or appoint their Representatives to the JSC at any time, without consultation of the other Party, but informing the other Party with 24 hours antecedence.

d) In the event that a Research Proposal will not be supported under this Agreement, either Party may at its sole discretion elect to provide support, individually, by its own mechanisms, without prejudice to this Agreement and no breach of the terms of it.

4.3. In order to implement this Agreement, FAPESP, Solvay and the selected Institution(s) shall enter into Specific Agreements.  Each Specific Agreement shall specify in particular the subject-matter of the cooperation, the duration of the cooperation, the human and financial resources allocated thereto, the place of performance, and define the terms which shall control the respective activities, rights and obligations of the parties with respect to the performance of the selected Research Proposal and the ownership, protection and exploitation of the Results.

5. Financial Clauses 

5.1. Support for the Research Proposals selected under this Agreement will encompass (i) a financial total of R$2.000.000,00 (two million reais) per year from FAPESP, and (ii) from Solvay, a financial total of R$2.000.000,00 (two million reais) per year and an economic support of R$350.000,00 (three hundred and fifty thousand reais) related to the payment of Solvay’s Representative for the activities as the JSC Deputy Director. 

5.2. Notwithstanding the foregoing, Solvay or FAPESP may provide additional funding for selected Research Proposals under this Agreement at their sole discretion.

5.3. The funding will be disbursed according to the working plan and the schedule of disbursements approved in each Research Proposal.

5.4. The release of funds and the procedures for the execution of expenditure can only start after the signing of the Specific Agreement among FAPESP, Solvay and the Institution(s) for which the Research Proposals was approved under this Agreement, and is to be performed.

6. Confidentiality 

6.1. FAPESP and Solvay agree to keep confidential (i) the content of any draft for CFRP submitted for analysis within the scope of this Agreement, unless otherwise expressly approved in writing by both Parties, (ii) the content of the Research Proposals presented by third parties in response to any CFRP. 

6.2. Subject to Solvay and the selected Institution’s prior written approval of the content of the publication, FAPESP will publish a summary containing the title, host institution, principal investigators and composition of the research team, relevant dates and an abstract of each selected Research Proposal, provided that such summary shall not have any Confidential Information.

6.3. With regard to Confidential Information, Recipient (i.e. FAPESP with regard to Solvay’s Inputs and both Parties with regard to the content of any non-approved draft for CFRP, and the of the Research Proposals presented by third parties in response to any CFRP ) shall: 

6.3.1. hold the same in confidence using the same degree of care as it uses for protecting its own confidential information of a like nature (but in no event less than a usual standard of care);

6.3.2. not disclose the same to any third party (including patent offices), except (i) in accordance with Sub-Clause 6.3.3 below, (ii) with Discloser’s prior written agreement, or (iii) pursuant to Sub-Clause 6.4; 

6.3.3. limit access to the same, on a strict need to know basis, to its Representatives, requiring that access to fulfill the Purpose, provided (i) such Representatives are subject to confidentiality obligations no less stringent than those contained hereunder through appropriate agreements, (ii) such Representatives have been informed by Recipient of the obligations hereunder, and (iii) Recipient remains responsible for any violation of the obligations hereunder by such Representatives; 

6.3.4. not use, or in any way exploit for its benefit, the same except for the Purpose of this Agreement; and

6.3.5. upon Discloser’s request and option, either return Confidential Information to Discloser, or destroy (or delete permanently in the case of digital or electronic media) the same, all Recipient’s copies of the same and all extracts, notes, analyses, compilations, technical drawings, studies and other documents prepared by Recipient and embodying or utilizing any part of the same, except that (i) this obligation shall not apply to routinely created backup copies of electronic data, and (ii) Recipient may retain one (1) copy of Confidential Information in controlled access files in accordance with the terms of this Agreement for the sole purpose of determining its legal obligations hereunder.

6.4. In the event Recipient is required to disclose Confidential Information under applicable law, regulation, supervisory authority or other applicable judicial or governmental order, Recipient shall (i) inform Discloser in writing before any disclosure thereof so that Discloser may seek an appropriate protective order, (ii) give upon Discloser’s request all necessary information and support to ward off the disclosure thereof, (iii) ask the receiving third party to maintain confidentiality, and (iv) strictly limit the content of such disclosure to that portion of Confidential Information that it is strictly compelled to disclose. In any event, Recipient shall not oppose action by Discloser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to Confidential Information.

6.5. Recipient agrees that disclosure of any Confidential Information, as authorized according to the provisions of Sub-Clause 6.3, shall be subject to all export laws, restrictions and regulations. 

6.6. The obligations of Sub-Clause 6 shall not apply to any portion of Confidential Information that Recipient can prove:

6.6.1. was available to the public prior to receipt or achievement hereunder, or becomes available to the public thereafter through no fault or negligence of Recipient, or 

6.6.2. was already in Recipient’s possession prior to receipt or achievement hereunder, and Recipient is free to disclose without breach of any of its obligations towards any previous discloser, if any, or 

6.6.3. was lawfully obtained from a third party legally entitled to do so after the time of receipt or achievement hereunder, and Recipient is free to disclose without breach of any of its obligations to said third party,


6.6.4. was independently developed by or for Recipient by person(s) not having access to Discloser’s Confidential Information. 

For the purpose of this Clause, any information which is specific, shall not be deemed to be within any of the foregoing exceptions, merely because it is embraced by more general information which falls within any one or more of the foregoing exceptions.  In addition, any combination of features shall not be deemed to be within any of the foregoing exceptions, merely because individual features fall within any one or more of the foregoing exceptions, but only if the combination itself falls within any one of the foregoing exceptions.

6.7. Recipient acknowledges that Confidential Information is provided by Discloser “as is”, without guarantee, warranty or representation of any kind, express or implied, including, but not limited to, as to (i) its accuracy or completeness, (ii) its merchantability, fitness for a particular purpose and non infringement of third parties’ intellectual property rights, and (iii) its use. Discloser shall incur no liabilities in connection with the foregoing.

6.8. At the end of the Term, Recipient shall discontinue its use of Confidential Information.

6.9. The Parties may, together or separately, disclose of the content of this Agreement. Such disclosure shall not include the dissemination of any Confidential Information.

7. Intellectual Property

7.1. All rights and obligations relating to Intellectual Property over the Results of the research activities financed under this Agreement will be defined and determined by Specific Agreements to be negotiated and signed by and among Solvay, FAPESP and the Institution(s) to which the Principal Investigators of the selected projects are affiliated, in accordance with Annex II, Section 3, d). FAPESP may participate in intellectual property rights according to the dispositions of Portaria PR 04/2011. 

Ownership, protection and exploitation rights of the Results

7.2. The ownership, protection and exploitation of the Results will be defined in the Specific Agreements to be negotiated and signed by FAPESP, Solvay and the selected Institution(s). 

Protection of the Results

7.3. In case the Parties and the selected Institution(s) elect to patent any Result, and subject to the selected Institution’s approval: 

7.3.1. the Parties shall use their best endeavors to avoid the filing of patent rights in co-ownership. 

7.4. The Parties and the selected Institution(s) will negotiate how all expenses incurred for the protection of the Results shall be shared between them. These expenses shall include (i) the expenses relating to patent rights filed to protect the Results, including fees paid to the patent offices and costs paid to advisers and patent agents, in particular for acts in relation to the preparation, drafting, filing, translation, granting, publication and renewal of the patent rights, and (ii) the costs for defending said patent rights (charges and fees) in connection with legal challenges brought against such patent rights.

Exploitation rights of the Results

7.5. The exploitation rights of the Results will be defined in the Specific Agreements to be negotiated and executed by and among FAPESP, Solvay and the selected Institution(s).

Rights to use the Results for research purposes

7.6. The Parties agree that each Party should be free to use the Results in the frame of acts undertaken for non-commercial and experimental research purposes, whether alone or in collaboration with third parties, subject to compliance with its confidentiality obligations set forth in Clause 6.

8. Term 

8.1. This Agreement will be valid from the Effective Date and, unless earlier terminated according to the provisions of Sub-Clause 8.2 or Clause 9, shall remain in full force for the Term.

8.2. During the Term, the JSC shall meet once every two years in order to evaluate the execution of the Agreement (the “Checkpoint”). Each Checkpoint meeting shall be resumed in minutes and executed by those who attended the meeting. If in any Checkpoint the JSC comes to the conclusion that the execution of this Agreement is not satisfactory, then the Agreement may be early terminated with immediate effect through a written agreement executed by the Parties without charges for any of the Parties, provided that, (i) in case there is any ongoing Specific Agreement, it shall not be affected by the early termination of this Agreement, and (ii) the Parties shall not be obliged to start any other new selected Research Proposal or to enter into new Specific Agreements.

8.3. Notwithstanding the expiration or early termination of this Agreement, the provisions of Clauses 12 and 13 shall remain in force, and the provisions of Clause 6 shall remain in force for the Secrecy Period, unless expressly agreed otherwise in any Specific Agreement. 

9. Cancellation

9.1. Either Party may terminate this Agreement at any time by communicating, in writing, the other Party of their intention of cancellation with a minimal pre-warning of 3 months. This cancellation will not affect Specific Agreements which are ongoing at the time it occurs, and the Parties shall not be obliged to start any other new selected research project or to enter into new Specific Agreements.

10. Notices

10.1.  Any notices or requests in connection with this Agreement will be (i) in writing and in the English language, (ii) served by registered mail, postage prepaid, to the addresses mentioned below, and (iii) effective from the fifth (5th) day after the date of mailing:


Fundação de Amparo à Pesquisa do Estado de São Paulo

Rua Pio XI, 1500, Alto da Lapa

CEP 05468-901, São Paulo, SP, Brasil

A/C: Diretor Científico


To Solvay: 

Attention: Mr. Alessandro Rizzato

Avenida Dr. Roberto Moreira 5005, Bairro Recanto Dos Pássaros, 13148-914 - Paulínia – SP (Brazil) 

With copy to: 

And to: 

Rhodia Poliamida e Especialidades S.A.

Attention: Mrs. Erika Bernardo

Legal Department

Avenida Maria Coelho Aguiar, nº 215, Bloco B, 1st floor, parte 1, 05804-902, São Paulo - SP (Brazil), With copy to:

11. Labor untying

11.1.  The personnel assigned to implement this Agreement by a Party does not maintain connection with the other Party of any kind, each Party taking responsibility for all costs related to labor, social welfare and/or tax relating to its employees, contractors or agents, assuming therefore their status as single employer. For the avoidance of doubt, the Parties are independent employers and are not solidary or secondary liable for each other obligations in connection with this Clause.

11.2.  Each party so unilaterally takes on responsibility for any possible grievance that can be attempted against the other Party for their employees, contractors or agents.

12. Miscellaneous

12.1.  Meetings between Representatives accredited by the Parties, and any events that may have implications in this Agreement shall be recorded in minutes or detailed reports.

12.2.  Neither Party shall make warranties or representations, or assume or create any obligations on behalf of the other Party, unless explicitly permitted hereunder or authorized in writing by the other Party. Each Party shall be solely responsible for the acts of all of their respective Representatives.

12.3.  The Parties to this Agreement are independent, neither Party is an agent, representative or partner of the other Party.

12.4.  The Parties declare that this Agreement corresponds to the final manifestation, complete and exclusive agreement between the two, replacing the proposals or prior agreements, oral or written, and all other communications between them, with respect to the subject matter of this Agreement.

12.5.  This Agreement may only be superseded, amended or modified by written instrument, properly executed by duly authorized representatives of each Party. 

12.6.  In case of discrepancies between the terms of this Agreement and its annexes or appendices, the provisions contained in this Agreement shall prevail. In case of discrepancies between this Agreement and any Specific Agreement signed by and among the Parties and the Institution(s), the provisions contained in the Specific Agreement shall prevail with respect to the selected specific research and/or development project to which it relates. 

12.7.  The total or partial invalidity of any provision of this Agreement will not affect the fulfillment of the remaining provisions contained in this Agreement. If any part of the Agreement is declared invalid or unenforceable by any jurisdiction, all remaining portions of this Agreement shall continue in full force and effect as if this Agreement had been executed without the invalid or unenforceable provision(s).

12.8.  No failure or delay in exercising any right, power or remedy contained herein, and no partial or single exercise thereof, shall be construed or constitute a waiver of any term or condition of this Agreement. The Party entitled to require or enforce the strict performance by the other Party of any provision contained herein, may do so at any time. It is clarified that all rights provided herein are cumulative and not alternative for their effects. 

12.9.  Neither Party shall assign this Agreement or any right and obligation hereunder, in whole or in part, without the prior written consent of the other Party, except for Solvay to any of its Affiliates, and/or to any third party acquiring all or substantially all assets of the business to which this Agreement relates, provided that such Affiliate and/or third party agree in writing to be bound by the terms of this Agreement.

12.10.  The obligations of the Parties under this Agreement shall be binding on and inure to the benefit of their respective heirs, successors and assignees.

12.11.  Except as expressly set forth in this Agreement, nothing herein shall be deemed to provide a commitment by either Party to enter into any further agreement with the other Party or any Institution. For the avoidance of doubt, Solvay shall be free, without penalty or indemnity of any kind, not to enter into a Specific Agreement in the event the Institution does not agree to concede to Solvay an exclusive and satisfactory exploitation option and/or right on the Results. 

12.13.  The Parties declare that they had wide latitude as to this Agreement, which was made in strict compliance with the limits of their economic or social order, good-faith or morals, considering they are not even in a situation of urgent need and have extensive experience to fulfill all the terms and conditions that constitute their rights and obligations contained herein.

13. Choice of Law and Dispute Resolution

13.1.  This Agreement shall be governed by and construed in accordance with the Governing Law.

13.2.  All disputes arising out of, or in connection with, the interpretation, performance and/or termination of this Agreement, which cannot be amicably settled between the Parties, shall be brought before the Court of the São Paulo County (Foro da Comarca de São Paulo), by mutual agreement and renouncing any other venue.

14. Annex

14.1.  The following documents are considered part of this Agreement:

Annex I: List of Themes of Interest for this Agreement

Annex II: General Guidance for the Call for Research Proposals

Annex III – Procedures for review and selection of Research Proposals 

IN WITNESS THEREOF, the Parties have caused this Agreement to be executed through their duly authorized officers or representatives in two (2) original copies, in the presence of two (2) witnesses. 

São Paulo, July 3, 2019.

Annex I: List of Themes of Interest for this Agreement

The themes of interest of FAPESP and Solvay to be addressed in the Call for Proposal under this Agreement are:

Polyesters and Polyamides Biodegradability; Polyesters and Polyamides Reclycing process; Biosurfactants; Biosolvents, Biopolymers; Sustainable Solvents & Reactive Monomers.

The themes of interest can be modified by decision of the Joint Steering Committee at any time. Approval of a Call for Proposals by the Joint Steering Committee shall have the effect of amending this section.

Annex II: General Guidance for the Call for Research Proposals

1. General Provisions 

a. CFRPs will be prepared by the JSC for the FAPESP - Solvay cooperation following the guidelines set forth below. 

b. The CFRP will invite researchers from the Institutions to submit Research Proposals in research areas of interest of Solvay and FAPESP. 

c. Each CFRP will contain the list of research themes of interest as set forth, according to the decision of the JSC.

d. The content of each CFRP shall be expressly approved in writing by both Parties before any disclosure. 

e. CFRP should make clear: 

1. The themes to be prioritized in each call, 

2. The format for Research Proposals, 

3. The process of evaluating and selection of proposals as set forth in Annex III and 

4. The schedule for submission of proposals and assessment phases in compliance with the specifications contained herein. 

2. The Contributions of the Parties 

a) The total cost of all research selected in each CFRP will be financed with 50% of financial funds from FAPESP and 50% of financial (and/or economical as provided for in Clause 5.1 of the Agreement) funds from Solvay. FAPESP’s funds will be directed to the Institutions and can be applied according to the rules for use of research funds awarded by FAPESP. 

b) The financial funds contributed by the Solvay will be disbursed to the selected Institution or to the support institution indicated by the selected Institution which may be used for the following functions: 

b.1) Capital goods or equipment, necessary to the research, provided they stay under the ownership of the Institutions after the completion of the research activity supported; 

b.1) Scholarships for undergraduate, Masters, Doctoral and Post-Doctoral students, with values at least equal to the grants FAPESP provides for these arrangements, including contingency funds;

b.2) Acquisition of consumables, travel and services where directly necessary to the research activity;

b.3) Expenditures directed to the infrastructure necessary to the research activity;

b.4) Resources to supplement wages of faculty or researchers employed by the Institutions that host the research activity;

b.5) Resources for the hiring, for the period of the project, of researchers and technical support needed for research work associated with the research activity;

b.6) Other items as specifically approved by the JSC. 

3. Format for the CFRP

a) Each CFRP will invite Research Proposals from researchers from the Institutions .

b) Each Research Proposal will have a Principal Investigator associated with an Institution.

c) The Principal Investigator must have a Ph.D. degree or equivalent and proven experience in the subject of the proposal. 

d) For each Research Proposal selected, the cooperation between FAPESP, Solvay., and the Institution to which the Principal Investigator is associated will be determined by a Specific Agreement which will define notably: 

d.1) The selected Research Proposal and/or development project, subject-matter of the cooperation;

d.1) The respective tasks of the parties;

d.2) The human and financial resources allocated to the selected project;

d.3) The place of performance of the project;

d.4) The schedule of disbursements and financial reports;

d.5) The definition and timing of expected Results at each stage of the research;

d.6) Clauses on Intellectual Property, protection, ownership, commercial exploitation, and use of the Results for research purposes;

d.7) confidentiality and secrecy period;

d.8) The term of the cooperation; 

d.9) Choice of law and Legal venue.

The participation of the Solvay, and/or its indicated scientists, in the approved research will be discussed by FAPESP with the Principal Investigators of the selected proposals after the end of the selection procedure.

Annex III – Procedures for review and selection of Research Proposals 

1. Research Proposals will be received by FAPESP.

2. For the cases of CFRP approved by Solvay and issued by FAPESP as a result of this Agreement, the Research Proposals received will be analyzed by the JSC to examine their compliance with the terms of the Call for Research Proposals.

3. Research Proposals will be submitted to a panel called an Area Coordination (“AC”), of the Scientific Directorate (“SD”) of FAPESP, according to the predominant area of knowledge of the Research Proposal, for the indication of FAPESP’s reviewers. 

3.1. Research Proposals with a budget of less than R$300.000,00 (three hundred thousand Brazilian Reais) will require at least one reviewer. Above this budget value each Research Proposal will require a minimum of three reviewers. A number of reviewers larger than the specified minimum may be used at AC’s discretion.

4. Each Reviewer will issue an opinion on the Research Proposals. 

5. Research Proposals with reviewer(s)’s opinion will be submitted to the AC of the SD for the issuance of a recommendation regarding its approval and, in positive, the suggested budget.

6. Research Proposals will be then submitted to a second panel, called the Adjunct Coordination (“ADC”), for additional review regarding compliance with FAPESP’s regulations, consistence between reviews and recommendation by the AC. The ADC shall issue a recommendation regarding the approval of the Research Proposal and the budget, in case of a positive recommendation.

7. The JSC will analyze the Research Proposal, the opinions, the recommendations by the “Area Coordination” and by the “Adjunct Coordination” and then will issue a final recommendation to the Scientific Director.

8 The Scientific Director will issue the decision on the selected Research Proposal of the CFRP.