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MEMORANDUM OF UNDERSTANDING (“MOU”) FOR RESEARCH BETWEEN FUNDAÇÃO DE AMPARO À PESQUISA DO ESTADO DE SÃO PAULO AND THE UNIVERSITY OF MANCHESTER

FUNDAÇÃO DE AMPARO À PESQUISA DO ESTADO DE SÃO PAULO - FAPESP, 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. CELSO LAFER, in the exercise of the powers delegated by Act of the Governor of the State of São Paulo, published in the Official Gazette of the State, of June 21, 2010, hereinafter referred to as FAPESP, and THE UNIVERSITY OF MANCHESTER, UK (established by Royal Charter, registered under number RC 000797), represented by Professor Colin Bailey, Vice-President and Dean of The Faculty of Engineering and Physical Sciences, hereinafter referred to as "Parties”:

CONSIDERING the importance of promoting cooperation in scientific and technological research between UK 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 its research centers;

WISHING to promote initiatives collaboration in scientific research and technological development in priority areas of interest to both parties, fostering bilateral cooperation;

Agree as follow:

1. Purpose

Through this MOU, the Parties will implement scientific and technological cooperation between researchers from The University of Manchester and from the State of Sao Paulo, Brazil, through identifying funding for joint research projects and activities in collaboration, as defined in Section 2.

2. Methods of Collaboration

The Parties will promote such collaboration, observing its international obligations and domestic laws and other existing regulations including but not necessarily all mechanisms such as the following activities:

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 interaction between institutions and research groups relevant to both countries, 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 of São Paulo and The University of Manchester, including but not limited to, scientific exchange visits, workshops and bilateral scientific seminars;

c.1) In case of scientific exchange, the Parties will appreciate proposals that contribute to prepare the base for a joint research proposal.

3. Scientific Areas

The activities mentioned in the Second Clause could be developed, in principle, all areas of Science and Engineering. Areas of interest can be specified by the Steering Committee, in the calls for research proposals.

4. Implementation

a) The Parties will establish one or more actions according to Second Clause and in accordance with the scientific relevance and the national legislation in each country of the Parties and their own budget availability.

b) The Parties will appoint two representatives one from each agency, which will form a joint Steering Committee responsible for the continuation of this MOU and for drafting the call for 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 the decision of the Steering Committee.

5. Funding

a) For each of the research projects that are approved, the University of Manchester will assume the funding of research teams from UK and FAPESP will assume the funding of the research teams of Sao Paulo, Brazil, in all cases according to their national rules and regulations and budget availability.

b) University of Manchester will contribute with up to £50,000.00 (fifty thousand Pounds Sterling) per year during 5 (five) years, and FAPESP will contribute with the equivalent in Brazilian Reais to up to £50,000.00 (fifty thousand Pounds Sterling) per year during 5 (five) years, for funding the projects selected under this Agreement.

c) The arrangements for all joint projects as outlined in this MOU will be by mutual agreement. The purpose of this MOU is to promote academic exchange only and no additional funding will be required from either Party except as mutually agreed. The Parties agree that all financial arrangements will have to be negotiated for each specific call for proposals and will depend on the availability of funds, at the time of the call announcement.

d) The proposals to be funded under this MOU will be competitively selected through a call for proposals published jointly by the Parties. FAPESP and The University of Manchester will precise the frame, submission and proposal terms and conditions, eligibility rules and evaluation process of such projects.

6. Intellectual Property

a) For the avoidance of doubt any rights of ownership to or title in any intellectual property shall not transfer under this MOU.

b) The Parties agree that if they intend to disclose to each other any information of a proprietary nature, the Parties will put a confidentiality agreement in place in advance of any such disclosure.

c) Intellectual Property created solely by researchers from FAPESP shall be owned in accordance with the policies and procedures of FAPESP.

d) Intellectual Property created solely by researchers from the University of Manchester shall be owned in accordance with the policies and procedures of the University of Manchester.

7. Term

a) This MOU 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 MOU.

b) The Party may terminate this MOU by written notice, with a period of six months in advance.

c) The termination of this Agreement shall not bring harm to the implementation of projects and programs already approved or which had already started, in which case the Parties should keep their budget for the projects and programs during the term of its validity.

8. Communications

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:

(a) FAPESP:

Rua Pio XI, 1500 – Alto da Lapa
CEP 05468-901 – São Paulo / SP – Brasil
e-mail: dc@fapesp.br
Att.: Scientific Director

(b) THE UNIVERSITY OF MANCHESTER:
Registrar, Secretary and Chief Operating Officer
The University of Manchester
Oxford Road
Manchester M13 9PL
United Kingdom

9. Modifications

This MOU may be amended by mutual consent of the Parties and made official by Addenda.

10. Miscellaneous

a) Each Party covers its own administration costs regarding its contribution related to this Agreement, 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.

d) The Parties agree that this MOU is produced in good faith, and no Party shall be legally bound by any part of it, so that any dispute and / or interpretation arising therefrom in relation to its implementation, execution and compliance will be resolved jointly by them and shall be in writing. If no agreement is reached between the Parties, this document will be terminated without liability to the Parties, that should agree how to conclude the actions in progress to date of notification of termination by either party.

e) This agreement shall be concluded in two copies, in Portuguese and English, which, besides equally valid feature equal content and form.

Signed in ……………………., on ……………….., in two original copies in English and Portuguese, both texts being equally authentic.

 

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