Collaboration Agreement between FAPESP and Monash University Versão em português
RESEARCH COLLABORATION - MEMORANDUM OF UNDERSTANDING BETWEEN SÃO PAULO STATE FOUNDATION AND MONASH UNIVERSITY
The SÃO 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, Professor Marco Antonio Zago, hereinafter referred to as FAPESP, and MONASH UNIVERSITY, ABN 12 377 614 012, of Wellington Road, Clayton, Victoria 3800, Australia , represented by Silvio Tiziani, Director, External Strategy and Planning, Australian Regenerative Medicine Institute, hereinafter referred to as Monash.
CONSIDERING FAPESP and Monash both hereinafter referred to as “Parties”.
CONSIDERING the importance of promoting cooperation in scientific and technological research between Monash University, Australia, 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 follows:
Through this Memorandum of Understanding, the Parties will undertake to make the best efforts to implement scientific and technological cooperation between researchers from Monash, Australia, and from the state of São Paulo, Brazil, through the joint funding of research projects.
2. Methods of Collaboration
The Parties will promote such collaboration, observing their international obligations and domestic laws and other existing regulations, through mechanisms such as:
a) Promoting joint research projects on issues of common concern, including exchanging knowledge and results.
a) Organization of scientific and scholarly 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;
b) 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 Monash, including but not limited to, scientific exchange visits, workshops and bilateral scientific seminars.
3. Scientific Areas
a) The activities mentioned in the second clause could be developed, in principle, in all areas of knowledge.
b) Areas of interest can be specified jointly by the appointed Steering Committee, in the calls for research proposals.
a) The Parties will establish one or more activities 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. The final approval of any activity will depend on the availability of guaranteed support funds for the activity.
b) The Parties will appoint two representatives, one from each Institution, who will form a Joint Steering Committee responsible for the continuation of this Memorandum of Understanding and for drafting the call for joint 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.
f) The conduct, and funding, of each proposal approved by the Parties for the purposes of the Memorandum of Understanding will be governed by a separate written agreement between the research organisations involved. The Parties will not be obliged to undertake any particular activities or fund any particular proposals in the absence of such an agreement.
a) It is the intention of the parties that, for each of the proposals that are approved by the Parties, Monash University will contribute to the funding of research teams from Monash, and FAPESP will contribute to the funding of the research teams from the state of Sao Paulo, Brazil, in all cases according to their national rules and regulations and budget availability. The level, and form of, that funding will be the subject of the relevant separate written agreement between the research organisations involved.
6. Intellectual Property
a) The Parties agree that when proposals approved by the Parties by virtue of this Memorandum of Understanding 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) Subject to subclause c) below, the ownership and use of products of commercial value and intellectual property rights arising from proposals approved by the Parties will be the subject of the relevant separate written agreement between the research organisations involved.
c) In the case of joint ownership of intellectual property rights, 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 relevant parties.
a) This Agreement shall be valid for a period of five (5) years from the date of its signing and may be extended by mutual agreement between the Parties in a written amendment to this Memorandum of Understanding.
b) Either Party may terminate this Memorandum of Understanding by six months advance written notice.
c) The termination of this Memorandum of Understanding shall not prejudice the execution of the projects and programs that have been approved or the completion of the projects and programs that have already started, including any relevant separate written agreements which remain on foot subject to their terms.
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:
Rua Pio XI, 1500 – Alto da Lapa
CEP 05468-901 – São Paulo / SP – Brasil
A/C.: Diretor Científico
Australian Regenerative Medicine Institute, Wellington Road, Clayton, Victoria 3800, Australia
A/C: Silvio Tiziani, Director, External Strategy and Planning
This Memorandum of Understanding is not intended by the Parties to be legally binding and nothing in this Memorandum of Understanding prevents either Party from entering into collaborative arrangements with other organisations covering the same subject matter.
This Memorandum of Understanding may be amended by mutual consent of the Parties.
a) Each Party covers its own administration costs regarding its contribution to the call for proposals, unless otherwise jointly decided.
b) Actions arising from this Memorandum of Understanding shall be subject to the availability of funds in the budget of the Parties, as well as to 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 Memorandum of Understanding.
d) Each party is liable for its own acts and omissions under this Memorandum of Understanding including for the prevention of doubt, any liability to a third party arising from its acts or omissions.
12. Dispute Resolution
a) The Parties agree that this Memorandum of Understanding is produced in good faith, so that any dispute or divergent interpretation in relation to its implementation, execution and compliance will be resolved jointly by them and shall be in writing.
13. Electronic Signing & Counterparts
b) Each Party agrees that this Memorandum of Understanding may be executed by electronic signature (regardless of the form of electronic signature utilised) and that this method of signature is conclusive of the parties’ intention to be bound by this Memorandum of Understanding as if physical signing had occurred.
c) This Memorandum of Understanding may be executed in any number of counterparts and by the Parties on separate counterparts. Each counterpart constitutes the agreement of each Party who has executed and delivered that counterpart. Each Party may communicate its execution of this Memorandum of Understanding by successfully transmitting an executed copy of the Memorandum of Understanding by an electronic method to each Party.
Once this instrument has been signed the Parties shall conclude the Memorandum of Understanding with the effective date indicated herein in two original copies, in Portuguese and in English, both texts having the same effect, in accordance with their respective national legislation, but the English text would prevail in the event of a dispute.
28 October 2021.
Marco Antonio Zago, President
Executive Dean and Professor Faculty of Medicine