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The São Paulo Research Foundation (FAPESP) and the Italian National Research Council (CNR), both hereinafter referred to as "Parties”:

CONSIDERING the importance of promoting cooperation in scientific and technological research between Italy and the State of São 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;

IT IS HEREBY AGREED AS FOLLOWS:

1. In accordance with clause 7 of the original Agreement, the Parties agree to extend the duration of the Agreement for an additional five (5) years from when the Agreement is due to expire and, therefore, the Agreement shall now terminate on July 15, 2029.

2. By mutual agreement, the parties agree to add the following clauses:

2.1 Confidentiality

The Parties shall use ordinary diligence to protect the confidentiality of information.

The Parties shall:
a) not to use Confidential Information other than for the purpose for which it was disclosed;
b) not to disclose Confidential Information to any third party without the prior written consent by the other Party;
c) to ensure that internal distribution of Confidential Information by the Receiving Party shall take place on a strict need-to-know basis;
d) Each Party shall promptly advise the other Party of any unauthorized disclosure, misappropriation or misuse of Confidential Information after it becomes aware of such unauthorized disclosure, misappropriation or misuse.

Notwithstanding any termination or expiration of this Agreement, the confidentiality obligations under this Agreement shall survive such termination or expiration and shall continue in effect for a further period of four (4) years from the date of such termination or expiration.

2.2 Intellectual Property

Nothing in this Collaboration Agreement shall affect ownership of the Intellectual Property rights of either Party existing prior to the date of this Collaboration Agreement or generated by a Party not in the course of a Research Project.

Nothing in this Agreement shall grant to a Party any rights to Intellectual Property and Materials owned by the other Party prior to the effective date of this Collaboration Agreement, Intellectual Property and Materials developed by the other Party not in the course of a Research Project and Intellectual Property and Materials arising out of the activities of a Research Project without inventive step by such Party.

Ownership of Intellectual Property arising in the course of a Research Project shall be determined in accordance with inventorship under applicable law.

Joint Intellectual Property Rights: Intellectual Property created with the contribution of both Parties from research projects financed by both Parties within this Agreement will belong jointly to both Parties in ratio of 50% to each Party.

2.3 Publications

Each Party has the right to publish its own scientific findings, technical reports and results of the work performed under a Research Project under this Collaboration. Any publications containing results of the other Party must be agreed prior to publication and deep analysis of the clauses related to the data protection of intellectual property rights.

The logo of each Party shall only be used by the other Party under prior written approval of the Party to which it belongs.

2.4 Dispute Resolution Clauses

Any dispute resulting under this Agreement shall be resolved amicably.

Therefore, any dispute concerning the interpretation or execution of this Agreement will be resolved through friendly consultations and negotiations between the Parties. Disputes will not be referred to third parties, to courts or arbitration.

2.5 Protection of Personal Data
Personal data shall be processed by CNR pursuant to Regulation (EU) 2016/679 and by FAPESP pursuant to Regulation available at https://fapesp.br/gestaodedados. Any processing of personal data shall be carried out exclusively for the purposes of the execution, management and monitoring of this Agreement. As Data controllers, the Parties shall process personal data only in the context of this Agreement and thereof exclusively for administrative purposes related to the Agreement itself, by following the legal clause of the performance of a Contract.

Once personal data are no longer necessary for the purposes of the Agreement, or in case a data subject exercises a right of erasure, personal data will remain stored exclusively for the purpose of addressing potential liabilities arising from the processing while respecting the statute of limitations. After this period, the personal data will be deleted.

The Parties undertake to comply with Article 89 GDPR which regulates the guarantees and exceptions relating to processing for archiving purposes in the public interest, scientific or historical research or statistical purposes. The Parties do not have the right to transfer personal data to third parties. Furthermore, the Parties undertake to enter into a Personal Data Co-ownership Agreement following the conclusion of the Cooperation Agreement, once the project has been jointly defined.

2.6. Methods of Collaboration

c) This Agreement shall promote collaboration including the following activities:

c.1) Joint research projects;
c.2) Promotion of the collaboration between Research Centers funded by the Parties;
c.3) Visits and exchange of research staff;
c.4) Other cooperative activities mutually accepted

The Parties will carry out the scientific evaluation of the applications received individually. The evaluations will then be compared between the Parties, who will jointly select the projects to be financed.

The number of projects, amount of funds, duration and implementation or any other cooperative activities to be supported will be established in a separate Cooperative program.

In case of need for additional Resources, each Signatory will finance its respective Research Center, without the need to prepare public notices.

3. All other terms of the Agreement remain unchanged and in full force and effect.

Declared their intentions, the Parties sign this Amendment in six (6) originals, two in English, two in Portuguese and two in Italian, all texts being equally authentic. In case of divergence in interpretation, the English text will prevail.

Second Amendment signed on December 6, 2023.

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