Cooperation agreement between FAPESP and University of Surrey - 2022 Versão em português
SCIENTIFIC COOOPERATION AGREEMENT BETWEEN SAO PAULO RESEARCH FOUNDATION AND UNIVERSITY OF SURREY
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, Professor Marco Antonio Zago, hereinafter referred to as FAPESP, and the UNIVERSITY OF SURREY , UNITED KINGDOM, established by Royal Charter dated 9 September 1966, in England and Wales (under number RC00671), of Stag Hill, Guildford, GU2 7XH, represented by its President and Vice Chancellor, Professor G Q Max Lu, hereinafter referred to as Surrey.
CONSIDERING FAPESP and Surrey both hereinafter referred to as “Parties”.
CONSIDERING the importance of promoting cooperation in scientific and technological research between Surrey, UNITED KINGDOM, 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 Cooperation Agreement, the Parties will implement scientific and technological cooperation between researchers from Surrey, UNITED KINGDOM, and from the state of Sao 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) 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) 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 Surrey, 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 basis for a joint research proposal.
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 actions according to Clause 2 and in accordance with the scientific relevance and the national legislation in each UNITED KINGDOM 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 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 Parties will support up to two (2) Project proposals per Call. The duration of each Project will be a maximum period of two (2) years.
a) For each of the research projects that are approved, Surrey will assume the funding of research teams from Surrey, 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 Parties will each contribute with up to six thousand Pounds Sterling (£6,000) (or the equivalent in Brazilian Reals) per Project, per year, for funding the Projects selected under this Agreement.
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.
c) The Parties acknowledge that they have no right to use Intellectual Property exclusively owned or licensed by the other Party except and subject to such written consents and restrictions as may be specified by the other Party.
d) “Intellectual Property” shall mean intellectual property of any description including but not limited to all inventions, designs, information, specifications, formulae, improvements, discoveries, know-how, data, processes, methods, techniques, and the intellectual property rights therein, including but not limited to, patents, copyrights, database rights, design rights (registered and unregistered), trademarks, trade names and service marks, applications for any of the above.
Each Party will use reasonable endeavours not to disclose to any third party any Confidential Information nor use for any purpose except as expressly permitted by this Agreement, any of another Party’s Confidential Information. No Party shall incur any obligation under clause 7 with respect to information which:
a) Is known to the receiving Party before the start of the Agreement Term, and not impressed already with any obligation of confidentiality to the disclosing Party; or
b) Is or becomes publicly known without the fault of the receiving Party; or
c) Is obtained by the receiving Party from a third party in circumstances where the receiving Party has no reason to believe that there has been a breach of an obligation of confidentiality owed to the disclosing Party; or
d) Is independently developed by the receiving Party; or
e) Is approved for release in writing by an authorised representative of the disclosing Party; or
f) The receiving Party is specifically required to disclose in order to fulfil an order of any Court of competent jurisdiction or legal, statutory, or other regulatory authority requirement provided, in the case of a disclosure under the Freedom of Information Act 2000 and the code of practice of such Act (the “Act”) or the Environmental Information Regulations 2004, none of the exceptions to that Act or Regulations respectively applies to the information disclosed and the Party required to make that disclosure has informed the other Party, within a reasonable time after being required to make the disclosure, of the requirement to disclose and the information required to be disclosed. A receiving Party shall, where reasonably practicable, consult with disclosing Party but shall not be liable for any loss and/or detriment caused by the disclosure of any Confidential Information in response to a request for information under the Act.
a) 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.
b) Either Party may terminate this Agreement by a six months’ advance written notice.
c) In addition to the Party’s rights to terminate the Agreement above, either Party may by notice in writing terminate the Agreement with immediate effect if the other Party:
c.1. Passes a resolution for its winding-up; or
c.2 A court of competent jurisdiction makes an order for that Party’s winding-up or dissolution; or makes an administration order in relation to that Party; or
c.3 Appoints a receiver over, or an encumbrancer takes possession of or sells an asset of, that Party; or
c.4 Makes an arrangement or composition with its creditors generally;
c.5 Makes an application to a court of competent jurisdiction for protection from its creditors generally; or
c.6 Is prevented by reason of any cause preventing either Party from performing any or all of its obligations which arises from or is attributable to acts, events or omissions beyond the reasonable control of the Party so prevented including, to the extent that these are beyond such control, nuclear accident or acts of God, war or terrorist activity, riot, civil commotion, fire, flood or storm hereinafter referred to as “Force Majeure Event” for a continuous or aggregate period of more than twenty (20) days in total.
d) The termination of this Agreement shall not bring harm to the implementation of Projects already approved or which had already started, in which case subject to available funds the Parties should keep their budget for the Projects during the term of its validity, as if the Agreement was not terminated.
Any notice to be served to 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
Att.: Scientific Director
(b) UNIVERSITY OF SURREY :
Guildford, Surrey, GU2 7XH, UK
Att: Head of International Partnerships
This Agreement may be amended by mutual consent of the Parties and made official by Addenda.
11. Limitation of Liability
a) The Parties undertake to make no claim in connection with this Agreement or its subject matter against any employees, students, agents, or appointees of the other Parties (apart from claims based on fraud or wilful misconduct). This undertaking is intended to give protection to individual researchers: it does not prejudice any right which a Party might have to claim against any other Party.
b) The liability of any Party for any breach of this Agreement or arising in any other way out of the subject-matter of this Agreement, will not extend to loss of business or profit, or to any indirect or consequential damages or losses.
c) In any event, the maximum liability of any Party under or otherwise in connection with this Agreement or its subject matter shall not exceed the total value of the funding paid by each Party.
d) Nothing in this Agreement shall restrict the liability of either Party for death or personal injury arising from its negligence or for fraud.
12. Data Protection
a) This Agreement does not require the exchange of any Personal Information as defined by the Data Protection Act 2018.
b) In the event that the need to exchange Personal Data arises, the Parties will put in place appropriate measures and comply with their respective national laws regulating the exchange of Personal Data.
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.
14. Dispute Resolution
a) The Parties agree that this Agreement 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.
b) The lack of settlement will mater in the cancellation of the right of agreement, without liability to the Parties, which nevertheless compromise to conclude the actions in progress upon the receipt of notification sent by the other party.
Once this instrument has been signed the Parties shall conclude the agreement 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.
Marco Antonio Zago, President
UNIVERSITY OF SURREY
G Q Max Lu, Presidente e Vice-Reitor