Agreements
Agreement on Scientific Cooperation Between FAPESP and the PASTEUR – USP Scientific Platform Versão em português
BETWEEN:
SÃO PAULO RESEARCH FOUNDATION - FAPESP, foundation part of the decentralized Public Administration of the State of São Paulo, with personality of private law, 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, Prof. Dr. MARCO ANTONIO ZAGO, in the exercise of the powers delegated by Act of the Governor of the State of São Paulo,
Hereinafter referred to as “FAPESP”,
AND
INSTITUT PASTEUR, French state approved non-profit foundation pursuant to a decree dated of June 4th, 1887, having its registered office at 25-28, rue du Dr Roux, Paris 75015, France, represented by its General Director, duly authorised,
Hereinafter referred to as “Institut Pasteur”,
AND
UNIVERSIDADE DE SAO PAULO, public institution governed by special statute approved by Resolution No. 3461 of October 7, 1988 and the General Regulations approved by Resolution No. 3745 of 19 October 1990, having its registered office at Rua da Reitoria, 374, Cidade Universitaria, São Paulo, SP, Brazil, represented by its Rector, duly authorised,
Hereinafter referred to as “USP”
Hereinafter referred to jointly as the “Parties” or individually as a “Party”.
PREAMBLE
Whereas FAPESP is a foundation which mission is to foster research and the scientific and technological development of the State of São Paulo.
Whereas Institut Pasteur is a private non-profit foundation under French law, duly recognized as being of public utility by a Decree of 4 th June 1887 in France, which mission is to contribute to the understanding, prevention, and treatment of diseases through research, teaching, and public health initiatives. Institut Pasteur also coordinates an international network of 33 scientific research centers around the world, the Pasteur Network.
Whereas USP is a public university in the Brazilian state of São Paulo and one of the country's most prestigious educational institutions. USP is involved in teaching, research and university extension in all areas of knowledge, offering a broad range of courses.
Whereas Institut Pasteur and USP have created on July 1st, 2017 a collaborative scientific platform called “Pasteur-USP Scientific Platform” (hereinafter the “Scientific Platform“) hosted by USP in dedicated premises in the state of Sao Paulo, Brazil.
CONSIDERING the need to stimulate the creation of a work opportunity in the emerging Scientific Platform, under internationally competitive conditions for young investigators with international experience and also to encourage new forms of collaboration.
CONSIDERING the desire of the Parties to increase their partnership in the sciences of emerging and infectious diseases and enhance cooperation in the perspective of scientific excellence between France and Brazil.
In this regard, the Parties wish to jointly launch international calls for applications for young researchers in the life sciences to lead a four-year research group (hereinafter “G4”) within the Scientific Platform. The Parties intend to support the creation of up to three (3) G4 under the following conditions.
THE PARTIES AGREE AS FOLLOWS:
Article 1 – Purpose
The purpose of the present partnership agreement (hereinafter the “Agreement”) is to define the terms and conditions under which the Parties intend to jointly select and support the creation of up to three (3) four-year research groups (G4) which will be hosted within the Scientific Platform
Article 2 – Implementation
2.1 Joint Steering Committee
2.1.1. The Steering Committee will consist of the following members:
- The Director of the Institut Pasteur Department of International Affairs
- A member of the Institut Pasteur Department of International Affairs,
- The President of the USP International Cooperation Office (AUCANI);
- The USP Dean of Research;
- A representative of the Scientific Director of FAPESP.
2.1.2. The Steering Committee will make a final recommendation on the requested project budget to FAPESP and to Institut Pasteur. The approved budget must comply with funding rules and limitations of each funder.
2.1.3. The Steering Committee will make a final recommendation on any changes in the G4 research project.
2.1.4. All decisions of the Steering Committee must be taken by consensus.
2.2 Selection of the G4 Leader
2.2.1. The Parties agree to annually launch an international Call for Applications for a G4 leader position, for three consecutive years.
2.2.2. The joint international Call for Applications will be based on the rules and mechanisms of FAPESP’S Young Investigator Grant (YIG), with the three to five (3 to 5) best ranked proposals submitted to the Steering Committee for final selection of a single candidate.
2.2.3 Both University of São Paulo and Institut Pasteur members of the Steering Commitee will have the opportunity to ask an evaluation of the selected applications to international ad hoc experts and share their impressions during the decisory meeting.
2.2.4. The criteria for selection of the G4 Leader are listed in Annex 1, which is an integral part of this Agreement, and must be included in the text of the Call for Proposals for the selection of a G4 Leader.
2.3 Funding principles
2.3.1. Institut Pasteur will allocate a maximum amount of fifty thousand Euros (50.000€) per year to the G4 for the duration of the G4. The funds allocated shall be used to cover the following expenses:
- staffing costs, corresponding to 30% to 50% of the total amount per year travels and missions of the G4 scientific members (participation to workshops and meetings),
- operating costs, and
- equipments.
- Management costs are not eligible.
2.3.2. FAPESP will allocate a research fellowship to the G4 Leader, according to the value indicated at www.fapesp.br/3162 (JP), for the duration of the G4.
2.3.3. The resources for the awarded proposals will be available in order to promptly guarantee the minimal conditions to the full and autonomous development of the project. Facilities in additional solicitations will be asserted to the research group, through the agility on the analysis of these additional solicitations, such as resources for visiting researchers or equipment repair and, in case of parity in merit analysis, priority to fellowship granting.
2.4 Creation of the G4
2.4.1.USP, through the Scientific Platform and its coordinators, will be the responsible institution for hosting the G4, and the G4 Leader will benefit from all the facilities the Scientific Platform has to offer.
2.4.2. The Scientific Platform must have conditions to accept the requirements of FAPESP Acceptance of Cession of Use and/or Acceptance of Donation of equipment and permanent materials acquired with grant resources. The Scientific Platform must also guarantee the G4 Leader and the project team access to the equipment base and materials, the proper maintenance and insurance for these items throughout the grant and 10 years after its conclusion, except when agreed differently and authorized by FAPESP. In the Young Investigator Grant, the donation process is formalized only after the conclusion of the Grant Term, never before it, according to resolution agreed by FAPESP Board of Trustee on March, 7th, 2006.
2.4.3. Once a G4 Leader has been selected, USP and Institut Pasteur will enter into a G4 creation agreement with the selected G4 Leader. This agreement will specify the functioning and the operating conditions of the G4 program led by the G4 Leader. Such agreement shall set forth, in particular, provisions regarding the scope of the research program of the G4, G4 Leader rights and obligations, financial matters, liability and insurance, ownership and exploitation of intellectual property rights on G4 activities/results, monitoring of the collaborative project within the G4, communication and publications, confidentiality, as well as the dissemination of results.
2.4.4. A one year extension of the G4 may be requested by the G4 Leader, pending approval by the Steering Committee, if, at the end of the 4 years duration of a G4, neither USP nor Institut Pasteur open an international call for a faculty position, in the case of USP, or a researcher position, in the case of Institut Pasteur, where the G4 Leader may participate competitively. If the extension is approved by the Steering Committee, FAPESP will then grant an extension of the YIG fellowship to the G4 Leader, except in circumstances where granting such an extension conflicts with FAPESP rules.
2.4.5 . The G4 Leader will be hosted within the Scientific Platform but will not be affiliated to Institut Pasteur nor USP. The G4 Leader will have the legal status of a research fellow and will be legally committed with Institut Pasteur and USP by the G4 creation agreement.
Article 3 – Confidentiality
3 .1 “Confidential Information” means any information owned or controlled by and confidential to a Party that is disclosed by or on behalf of that Party (“Disclosing Party”) to another Party (“Receiving Party”) hereunder during the term and within the scope of this Agreement. Each Party agrees to use Confidential Information of another Party only in order to carry out its obligations hereunder, and only to disclose it to its employees who are required to comply with the obligations with respect to such Confidential Information and only to the extent they reasonably need to know such information to carry out the obligations of this Agreement.
3.2 Each Party shall guard the confidentiality of the other Parties’ Confidential Information with the same degree of care it uses to protect its own confidential information but in any event no less than a reasonable degree of care.
The Receiving Party shall not:
- use this Confidential Information for any other purpose than the performance of this Agreement, in particular, it shall not use this Confidential Information for any industrial or commercial purpose or for regulatory or patent filing purposes, or for initiation or pursuit of any proceeding to challenge the patentability, validity, or enforceability of any patent application or issued patent (or any portion thereof) that is owned or controlled by Disclosing Party (including e.g. via pre-issuance submissions, post grant review, or inter partes review). Any such excluded use is hereby deemed a material breach of this Agreement and in such event, notwithstanding anything to the contrary herein, in addition to any other relief granted to the non-breaching Party, the breaching Party shall pay to the non-breaching Party all costs such non-breaching Party incurs in such proceeding including in defense of such patent application or patent. Any such payment shall be made within thirty (30) days of written demand;
- disclose all or part of this Confidential Information to any third party without the written prior consent of the Disclosing Party.
In addition, the Receiving Party shall restrict the internal circulation of this Confidential Information to those of its employees, faculty, students, consultants and other personnel working under its direct supervision hosted on a regular basis to work in its premises, who need to know the Disclosing Party’s Confidential Information for the purpose of this Agreement, and only to the extent necessary to carry out their respective tasks.
3.3 Within fifteen (15) business days of (a) termination of this Agreement or (b) the written request of the Disclosing Party which request may be made at any time, the Receiving Party shall return to the Disclosing Party or destroy (and certify such destruction to Disclosing Party in writing) all Confidential Information of the Disclosing Party, including all copies thereof, and to erase all information stored in any machine in readable form, provided that the Receiving Party may maintain one archival copy of the other Party’s Confidential Information solely to monitor its obligations hereunder.
3.4 Nothing in this Agreement will affect the ownership rights in Confidential Information. This Agreement does not transfer to the Receiving Party any license or other right to use the Confidential Information other than for the purpose of the performance of this Agreement, and does not obligate the Disclosing Party to provide any such rights in the future.
3.5 The obligations regarding Confidential Information shall not apply to any information that the Receiving Party demonstrates by written and/or electronic records:
- is public at the time of disclosure or becomes public after the date of disclosure without violation of the present Agreement;
- was known by Receiving Party prior to disclosure by Disclosing Party;
- is developed by the Receiving Party independently of and without any use of or reference to Confidential Information disclosed by the Disclosing Party;
- the Confidential Information was acquired from a third party having the right to make such disclosure and who imposed no confidentiality obligation on the Receiving Party.
In addition, the Receiving Party may disclose Disclosing Party’s Confidential Information solely to the extent and solely for the purpose required by law or regulation or any judicial, administrative or other legal process, in which case the Receiving Party will promptly notify (to the extent legally permissible) said Disclosing Party and allow it reasonable time to protect its Confidential Information. The Receiving Party undertakes to use its best efforts to limit any disclosure of Disclosing Party’s Confidential Information to what is strictly necessary to comply with the applicable law, order, or regulation. Provided however that Receiving Party otherwise maintains the confidentiality of the Confidential Information that such disclosure is allowable.
3.6 Each Party shall be liable to the other Party for the performance of the foregoing obligations by its Personnel. Each Party agrees that as a condition of its Personnel’s access to the other Party’s Confidential Information, all such Personnel are to be held by a confidentiality obligation no less strict and protective of the other Party’s Confidential Information and its use than the terms set forth in this Agreement and shall be advised that they are bound by and must conduct their behaviour in accordance with the terms of this Agreement.
3.7 The cancellation or termination of this Agreement shall not release the Parties from their rights and obligations arising out of this article which shall remain valid for the duration of the whole Agreement and an additional period of five (5) years following its expiration or termination for any reason whatsoever.
Article 4 – Liability
a. Each Party shall be responsible for guaranteeing that any activity or actions they undertake, related to the present Agreement, comply with applicable laws or regulations in the country and local jurisdiction in which they are located and headquartered.
b. Each Party shall be liable for any damage and loss caused by it to the another Party's property, owing to, or during the performance of Agreement.
c. Each Party shall bear all the financial consequences of the civil liability that it incurs under law, owing to any and all bodily injury or physical damage such Party causes to third parties during the activities or actions carried out pursuant to this Agreement.
d. Each Party shall be liable for its staff (trustees, directors, officers, employees, and agents) in accordance with applicable laws and regulations in respect to social security, accident and disease schemes to which it is affiliated, and shall carry out the associated formalities.
e. Each Party agrees that Confidential Information is provided “as is,” without any warranty of any kind, express or implied, and in particular, regarding accuracy, completeness, merchantability, fitness for any particular purpose, patentability and/or performance.
f. Each Party represents and warrants that it has not entered into, and during the term of this Agreement will not enter into, any agreement with or obligation to a third party that is inconsistent or conflicting with its obligations under this Agreement.
Article 5 – Communication
5.1 The Parties agree that any oral or written publication or communication relating to the G4 must include the participation of each Party as funder and/or partner.
5.2 The Steering Committee shall be provided with and approve any and all publication or other public disclosure to be made in relation with a G4 created within the present Agreement. For clarity, neither Party may disclose the G4’s results unless the publication of such results is jointly authorised by USP and Institut Pasteur prior to such publication.
5.3 Nothing in this Agreement shall be construed as granting permission for one Party to use any trademarks or names belonging to another Party, without said other Party’s prior written consent.
5.4 Notwithstanding the foregoing, each Party shall be authorized to use the name of the other Parties for the sole purpose of the identification of their partnership for the duration of this Agreement.
Article 6 – Term and termination
6.1 This Agreement shall become effective as of the date of its last date of signature by the Parties and shall remain in effect for ten (10) years.
6.2 This duration could be extended by mutual written agreement of the Parties.
6.3 This Agreement may be terminated in the event that either Party commits any material breach of its obligations under this Agreement and fails to remedy within a period of thirty (30) days after receipt of a notification sent to it by the other Party by registered letter with acknowledgement of receipt setting out the breach. The exercising of this termination right shall not discharge the defaulting Party from complying with its contractual obligations accruing prior to the effective termination date of the Agreement.
6.4 At any time, the Parties may mutually agree in writing to terminate the agreement prematurely in the event of disagreement or after proposition of the Coordinating Committee. They will decide by mutual agreement on the conditions and consequences of this termination.
6.5 Notwithstanding the expiration or termination of the present Agreement, any activity and project within the G4 under implementation at the date of termination or expiration of this Agreement shall continue in accordance with the terms of the specific agreement unless terminated early by written agreement of the concerned Parties.
6.6 Survival
The provisions of Articles 3, 5, 6, 7, 8, 9 and 11, shall survive the expiration or termination of the Agreement, notwithstanding the expiration or early termination of the Agreement.
Article 7– Applicable law and litigation
This Agreement shall be construed in accordance with and governed by the French law.
a. In the event of a disagreement as regards the interpretation or performance of the Agreement, the Parties shall endeavour to settle their dispute out of courts through their respective management within a maximum term of three (3) months.
b. Should they be unable to do so, their dispute shall be settled before the competent courts in the jurisdiction and venue of the defendant Party.
Article 8 – Notice
Any notice or request required or permitted to be given or made under this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail or prepaid to the addresses specified below or such other address as either Party shall have notified the others, as follows:
To FAPESP
Scientific Directorate
Rua Pio XI, 1500 – Alto da Lapa
CEP 05468-901 – São Paulo / SP – Brasil
e-mail: dc@fapesp.br
To Institut Pasteur
Direction Générale
Att.: The Pôle Géographique of the International Affairs Department
25-28, rue du Docteur Roux
75724 Paris Cedex 15
France
e-mail: chloe.rabiet@pasteur.fr
With a compulsory copyin case of disagreement as regards the interpretation or performance of the Agreement to :
Institut Pasteur
Direction Juridique
Att. : Responsable partenariats internationaux
25-28, rue du Docteur Roux
75724 Paris Cedex 15
France
e-mail: sophie.jarrijon@pasteur.fr
To Universidade de São Paulo
Agência USP de Cooperação Acadêmica Nacional e Internacional (AUCANI)
Gabinete do Presidente da AUCANI
Avenida Prof. Lúcio Martins Rodrigues, 310 - Bloco B – 4º andar
Cidade Universitária - São Paulo-SP - CEP 05508-020 – Brasil
e-mail: AUCANI@USP.BR / convinte@usp.br
Article 9 – Independent contractors
The Parties hereto are independent contractors. They shall not be deemed to be agents, employer-employee, partners or joint ventures of the other for any purpose as a result of this Agreement or of the transactions contemplated thereby. The Parties shall not be entitled to act or to make legally binding declarations on behalf of any other Party. Nothing in this Agreement shall be deemed to constitute a joint venture, agency, partnership, interest grouping or any other kind of formal business grouping or entity between the Parties.
Article 10 – Ethical conduct
The Parties will conduct themselves and undertake the arrangements contemplated by this Agreement in a manner which is consistent with good business ethics and all applicable anti-bribery legislation (national and foreign), including but not limited to the OECD Convention dated 17 th December 1997 on combating bribery of public officials in international business.
a. In particular, FAPESP and USP warrant that the funds that will be paid within the present partnership between the Parties will not be considered as constituting a bribe under Brazilian local laws.
b. Failure to comply with the provisions of this Article will be deemed a material breach of a material provision of this Agreement.
Article 11 – Final provisions
Each Party hereby represents and warrants to the other Parties that such Party is duly authorized to execute this Agreement and to perform its obligations hereunder.
a. This Agreement and actions arising from it are generally subject to the availability of funds in the budget of each Party and the applicable laws and regulations of their respective countries.
b. Any modification of this Agreement must be made in writing and signed by all Parties.
c. Should any of the provisions become null and void or unenforceable, the other terms and conditions of the Agreement shall be unaffected and shall remain valid and enforceable, unless a substantial purpose of the Agreement is materially affected, in which case the Parties will meet to work out a reasonable resolution.
d. This Agreement supersedes any and all prior agreements, or understandings, whether oral or written, concerning matters relating to the Agreement between the Parties.
e. The failure or neglect of a Party at any time, to require performance of the other Party of any provision hereof, shall not in any way affect the right to require such performance at any time thereafter. The waiver by a Party of any breach of any provision hereof shall not be held to be a waiver of any subsequent breach of same provision or of any other provisions hereof.
f. Once this instrument has been signed the Parties shall conclude the agreement with the effective date indicated herein in three original copies, in Portuguese and in English, both texts having the same effect, in accordance with their respective national legislation. In the case of any conflict in the meaning or interpretations of different translations the English language translation shall be authoritative.
Annex I
The G4 leader candidates must comply with the requirements of FAPESP’s Young Investigator Grant specified at https://fapesp.br/en/yia .
In addition to the YIG criteria, the G4 leader candidates must also attend to the following requirements:
Eligibility:
- adequacy of the Project with the research objectives of the Platform defined by Institut Pasteur and USP;
- holding a PhD degree and post-doctoral experiencing in internationally ranked laboratories between 5 to 8 years ;
- open to all nationalities (fluency in English is required);
- candidate has not a permanent position in Institut Pasteur, FIOCRUZ or USP.
Merit Analysis Regarding the Candidates for G4 Leader:
- quality of the scientific carreer, based on previous publication records;
- Peer-recognition of the candidate;
- Ability to obtain funding to his/her previous projects;
- Ability to manage and train junior scientists;
- Willingness to participate in the strengthening of the Pasteur Network.
Merit Analysis Regarding the Research Project :
- quality, originality and feasibility of the Project proposed;
- innovative and ambitious on emerging, or re-emerging, tropical or neglected diseases within the priority research topics of the Scientific Platform Pasteur – USP, as defined by Institut Pasteur and USP;
- Added value to SPPU;
- Contribution to health priority for the region;
- Capacity to initiate new strategic cooperation with research institutions at local, regional and international level.
Agreement signed on December 8, 2021.