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This Memorandum of Understanding (the “MOU”) is made on

AMONG:

FUNDAÇÃO DE AMPARO À PESQUISA DO ESTADO DE SÃO PAULO (FAPESP) whose principal place of business is at Rua Pio XI, 1500, Alto da Lapa – CEP 05468-901, São Paulo SP, Brazil ( “FAPESP” )

– and –

THE GOVERNING COUNCIL OF THE UNIVERSITY OF TORONTO whose principal place of business is at Simcoe Hall, 27 King's College Circle, Toronto, Ontario, Canada M5S 1A1 ( “Toronto” )

– and –

THE UNIVERSITY OF WESTERN ONTARIO whose principal place of business is at Stevenson Hall, London, Ontario, Canada N6A 5B8 ( “Western” )

BACKGROUND

The parties share an interest in promoting international scientific and scholarly cooperation in all areas of knowledge. The parties wish to collaborate in joint calls for proposals, with the aim of promoting and supporting research projects involving collaboration between researchers working in public or private research or teaching institutions in the State of São Paulo, Brazil and researchers in the Province of Ontario, Canada at Toronto and Western.

This MOU records the understanding of the parties with respect to their implementation of the objectives outlined above, including the issuance of calls for proposals, the review and selection of proposals for funding, and providing funding for the selected proposals.

1.0 DEFINITIONS

1.1 The following words and expressions shall have the meanings set out below:

(a) “Contribution” means each party's financial contribution to the costs of its work under Projects as set out in Section 4.1 below;

(b) “Intellectual Property” means any intellectual property rights of any description created in performance of a Project including, but not limited to, patents, copyrights, registered and unregistered design rights, know-how, database rights, registered and unregistered trademarks, service marks, logos or marks of a similar nature, and any other rights in any invention, discovery or process, existing in any jurisdiction and all rights to apply for the same;

(c) “Joint Committee” means the committee appointed by the parties in accordance with Section 2.1 below;

(d) “Principal Investigator” means the person designated in a Proposal as having the primary responsibility for the scientific and scholarly conduct of the research project;

(e) “Project” means a research project documented in a Proposal that is approved for funding hereunder; and,

(f) “Proposal” means a written proposal for a research project submitted in response to a call for proposals hereunder.

2.0 JOINT COMMITTEE

2.1 Composition. The parties will form an eight member Joint Committee composed of:

(a) FAPESP's Scientific Director (or delegate) and three person appointed by such member;

(b) Toronto's Vice-President, Research (or delegate) and one person appointed by such member; and,

(c) Western's Vice-President, Research and International Relations (or delegate) and one person appointed by such member.

The Joint Committee shall be formed as soon as practicable following signature of this MOU by all parties and, in any event, before the issuance of any call for Proposals hereunder. A party may replace one or more of its Joint Committee members on written notice to the other parties.

2.2 Responsibilities. The Joint Committee shall have general oversight responsibility for the strategic relationship between the parties and the implementation of this MOU, including the issuance of joint calls for Proposals and the approval of Projects for funding. The meetings and other business of the Joint Committee may be conducted by whatever means that the parties may agree upon (eg in-person, conference calls, exchange of e-mail communication). The terms of reference for the Joint Committee shall be consistent with all applicable policies and procedures of the respective parties.

3.0 PROJECTS

3.1 Calls for Proposals. This MOU contemplates cooperation among the parties by means of collaborative research Projects chosen by the parties in various areas of scientific and scholarly activity, selected through one or more call for Proposals issued by the parties acting through the Joint Committee. The Joint Committee may establish thematic priorities for any call for Proposals.

3.2 Submission of Proposals. Proposals shall be submitted concurrently to all parties in accordance with the timeframe set out in the call for Proposals. All Proposals shall be in the English language in a standard format agreed to by the parties, and shall include:

(a) an application form;

(b) a description of the proposed research not to exceed five pages, comprised of a short literature review, the project rationale, a clear hypothesis, a description of the methodology, and relevant literature references;

(c) a description of the added value of the collaboration among the parties;

(d) a detailed budget, indicating actual or potential third party co-funding, if any; and,

(e) such other information as may be set out in the call for Proposals.

3.3 Eligibility. To be eligible for funding hereunder, a Proposal must include research team participants from each of the parties. Eligibility to be a Principal Investigator shall be determined in accordance with the policies and procedures of the relevant party. The parties acknowledge that only Principal Investigators working within research institutions located in the State of São Paulo, Brazil are eligible to submit Proposals through FAPESP.

3.4 Review and Selection. The Joint Committee will discuss Proposals submitted in response to calls for Proposals and will choose the Projects to be funded. Selection criteria will be determined by the Joint Committee and will include:

(a) scientific quality and originality of the joint research plan;

(b) feasibility of the joint research plan;

(c) added value anticipated from the collaboration between research teams;

(d) budget adequacy; and,

(e) expertise of the joint research team.

Decisions of the Joint Committee will be made by consensus. The Joint Committee may establish an ad hoc committee to evaluate and comment upon Proposals, or to act as ad hoc reviewers, but all selection of Projects will be made solely by the Joint Committee.

3.5 General. Each party shall comply fully with all applicable local, government and international laws, regulations and guidelines effective during the term of this MOU that are applicable to its performance of work under Projects. The parties will accept such individuals as may be selected by the Joint Committee for the activities contemplated by the MOU, provided that mutually acceptable academic and/or professional qualifications and standards are met. All such individuals will be treated in the same non-discriminatory manner in implementing the activities contemplated by the MOU, subject to the provisions of the policies of the parties. A party may terminate the MOU if these provisions are breached. The parties acknowledge that implementation of the MOU at Toronto will be in accordance with its Policy on International Cooperation, which provides in part that individuals participating in the activities contemplated by the MOU shall be selected on the basis of merit without regard to race, national or ethnic origins, colour, religion, age, sex, sexual orientation, marital status or physical handicap.

4.0 FINANCIAL CONTRIBUTIONS

4.1 Contributions. Each party will make the following Contributions:

(a) FAPESP: the equivalent of CA$100,000 (one hundred thousand Canadian dollars);

(b) Toronto: CA$50,000 (fifty thousand Canadian dollars); and,

(c) Western: CA$50,000 (fifty thousand Canadian dollars).

Each party's Contribution will be made available over the term of this MOU and will be managed in accordance with the administrative policies and procedures of that party. For greater certainty, no funds will be transferred among the parties in connection with activities contemplated by this MOU unless otherwise agreed in writing.

4.2 Travel Costs. Subject to Section 4.1, each party will fund the travel expenses and the applicable per diem allowances for its Project personnel when they are working in the other party's country.

4.3 Cooperation. Each party shall co-operate with the other parties with any financial audit or other enquiries reasonably requested by the other party, including any enquiries relating to third party co-funding sought or obtained by a party for its work under a Project.

5.0 TERM AND TERMINATION

5.1 This MOU shall enter into force as of the Effective Date and shall continue for a period of two (2) years. The term of this MOU may be extended by mutual written agreement of the parties.

5.2 A party may terminate this MOU at any time on six (6) months written notice to the other parties. If this MOU is terminated, no Projects shall be commenced after the date that the notice to terminate is served. However, each party will, at the written request of the other parties, allow completion of, continue to provide its Contribution with respect to, Projects commenced before the date of such termination as if the MOU had not been terminated.

6.0 INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise agreed by the parties in writing:

(a) Intellectual Property created solely by personnel or students of one party shall be owned in accordance with the policies and procedures of that party;

(b) Intellectual Property created jointly by personnel or students of more than one party shall be owned jointly, subject to the policies and procedures of the relevant parties; and,

(c) in the case of joint ownership of Intellectual Property, the relevant parties will in good faith endeavour 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.

7.0 MISCELLANEOUS

7.1 Notices. Any notice to be served on any party by another party shall be sent by international courier or facsimile and shall be deemed to have been received within fourteen (14) days of posting or twenty-four (24) hours if sent by facsimile to the correct number with proof of transmission. Notices shall be sent to the following addresses:

(a) to FAPESP:
Professor Carlos Henrique de Brito Cruz
Rua Pio XI, 1500 – Alto da Lapa
CEP 05468-901 – São Paulo / SP – Brasil
Tel. 55 11 3838-4010 – fax 55 11 3838-4111
e-mail dc@fapesp.br

(b) to Toronto:
R. Paul Young, PhD, FRSC
Vice-President, Research
Simcoe Hall, Room 109 Simcoe Hall, Sala 109
27 King's College Circle
Toronto, Ontario, Canada M5S 1A1
Tel.: 416-978-4649 / Facsimile: 416-971-2647 Tel:. 416-978-4649 / Fax: 416-971-2647
Email: vp.research@utoronto.ca

(c) to Western:
W. E Hewitt, Ph.D
Vice-President (Research & International Relations)
University of Western Ontario
1151 Richmond St.
London, ON Canada N6A 5B8
Tel.: 519- 661-3851 / Facsimile: 519-661-3139
Email: hewitt@uwo.ca

7.2 Implementation. The parties acknowledge that implementation of this MOU may be subject to the execution of such agreements as are necessary or desirable in respect of the activities contemplated therein. In particular, the exchange of any graduate or undergraduate student will be subject to the execution of an appropriate student exchange agreement.

7.3 Representation and Warranty. Each party represents and warrants to the other party that it has the power and capacity to enter into this MOU. This is the sole representation and warranty given by any party to another party with respect to this MOU. Esta é a única representação e garantia dada por qualquer das partes à outra parte com relação a este MOU.

7.4 Entire Understanding. This MOU is a mutual statement of intent among the parties, who agree to make every reasonable effort to fulfil the intentions expressed herein, and is not intended to establish, and shall not be construed by any party as establishing, any form of business partnership, agency or other legal entity among the parties. This MOU records the entire understanding of the parties with respect to its subject matter and supersedes any prior written or oral record of their understanding, whether express or implied. This MOU may be amended or modified only by written agreement signed by the authorized officers of the parties.

7.5 Counterparts. This MOU is drawn up in the English language and may be executed in counterparts by facsimile or email pdf delivery sent to the parties in accordance with Section 7.1 above.

IN WITNESS WHEREOF, by signature of the authorized officers of the parties, this MOU records their understanding of the matters referenced herein as of the Effective Date.

FUNDAÇÃO DE AMPARO À PESQUISA DO ESTADO DE SÃO PAULO

Name: Celso Lafer
Title: President

THE GOVERNING COUNCIL OF THE UNIVERSITY OF TORONTO

Name: R. Paul Young. Nome: Paulo R. Young. PhD, FRSC
Title: Vice-President, Research

Name: Judith Wolfson PhD, FRSC
Title: Vice-President, University Relations

THE UNIVERSITY OF WESTERN ONTARIO