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Framework Agreement Between the Government of Canada and the Government of the Federative Republic of Brazil for Cooperation on Science, Technology and Innovation

E105145

THE GOVERNMENT OF CANADA and THE GOVERNMENT OF THE FEDERATIVE REPUBLIC OF BRAZIL (hereinafter together referred to as the “Parties”),

CONSIDERING the importance of science, technology and innovation for their economic and social development;

CONSIDERING the ongoing scientific and technological cooperation between both countries;

RECALLING the Parties’ rights and obligations pursuant to the relevant international agreements that are binding at international law for both Parties;

CONSIDERING that Canada and Brazil are currently pursuing research and development activities in a number of areas of common interest and that participation in research, development, and innovation activities on the basis of reciprocity will provide mutual benefits; and

DESIRING to establish a framework for cooperation in scientific and technological research and development, which will extend and strengthen the conduct of cooperative activities in areas of common interest and encourage the application of the results of such cooperation to their economic and social benefit;

HAVE AGREED as follows:

Article 1

Purpose

The Parties shall encourage, develop and facilitate cooperative activities in science, technology and innovation for peaceful purposes, in fields of common interest and on the basis of equality and mutual benefit.

Article 2

Definitions

For the purpose of this Agreement:

  1. “cooperating entity” means any governmental organisation of the Parties or their territorial units, university, public or private research institution, industry, enterprise and other research and development organisations participating in cooperative activity;
  2. “cooperative activity” means any science, technology or innovation related activity pursuant to this Agreement carried on by the Parties or communicated to the Parties by cooperating entities in a timely manner;
  3. “implementing protocol” means a legally binding instrument in written form between the Parties for the conduct of cooperative activities;
  4. “information” means scientific, technological or technical data, or research and development results or methods stemming from cooperative activities including design procedures and techniques, product formulas, manufacturing methods, processes and treatments, the chemical composition of materials, computer programs, data compilations and employee know-how such as specialized skills and experience; and any other data as may be jointly decided in writing by the Parties;
  5. “intellectual property” shall have the meaning found in Article 1.2 of the Agreement on Trade-Related Aspects of Intellectual Property Rights, which is Annex 1C of the Marrakech Agreement Establishing the World Trade Organization (WTO) done at Marrakech on 15 April 1994 (TRIPS).

Article 3

Principles

Cooperative activities shall be conducted on the basis of the following principles:

  1. mutual benefit based on an overall balance of advantages;
  2. comparable access to the activities of research and technological development, where such access is practicable, carried out by each cooperating entity in cooperative activities;
  3. timely exchange of information which may affect cooperative activities;
  4. peaceful, non-military uses;
  5. respect for the applicable domestic laws of the Parties; and
  6. respect for the applicable international agreements to which both Parties are a party.

Article 4

Areas of Cooperative Activities

All areas of science, technology and innovation for peaceful, non-military purposes may be supported under this Agreement. Priority areas for cooperative activities shall be jointly decided in writing from time to time by the Parties.

Article 5

Forms of Cooperative Activities

Cooperative activities may take the following forms:

  1. joint research and development activities;
  2. pooling of research and development projects, already underway in each Party’s territory, into cooperative activities;
  3. facilitation of commercially viable research and development activities;
  4. organization of scientific seminars, conferences, symposia and workshops, as well as participation of experts in those activities;
  5. exchanges and loans of equipment and materials;
  6. exchanges of information on practices, laws, regulations and programs relevant to the cooperative activities carried out pursuant to this Agreement;
  7. demonstrations of technologies and applications development;
  8. visits and exchanges of scientists, technical experts, academics and post-graduate students; and
  9. other forms of cooperative activities jointly decided in writing by the Parties.

Article 6

Coordination and Facilitation of Cooperative Activities

  1. Each Party shall designate one or more coordinating agents to coordinate and facilitate, on its behalf, cooperative activities carried out under this Agreement. Each Party shall notify the other Party of the institution(s) that shall act as their respective coordinating agents and designate a single point of contact for communications relating to matters covered by this Agreement.
  2. The Parties, through their coordinating agents, shall establish a Joint Committee for Cooperation on Science, Technology and Innovation, hereinafter referred to as the “Joint Committee”, which shall establish its own rules of procedure. The Parties shall each designate a co-chairperson and an equal number of representatives to sit on the Joint Committee, including representatives of government, academia and the private sector.
  3. The functions of the Joint Committee shall be to:
    1. promote and oversee the different areas of cooperative activities as decided by the Parties pursuant to Article 4 of this Agreement;
    2. identify among the forms of cooperative activities, listed in Article 5 of this Agreement, priority forms of cooperative activities;
    3. develop work plans to stimulate research and development, including the pooling of projects which would be of mutual benefit and complementary;
    4. advise the Parties on ways to enhance and improve cooperation consistent with the principles set out in Article 3 of this Agreement;
    5. review the functioning and implementation of this Agreement and make recommendations to the Parties as necessary;
    6. develop guidelines which the cooperating entities should consider, as appropriate, relevant to the implementation of this Agreement; and
    7. consider requests from cooperating entities to mediate disagreements related to cooperative activities undertaken pursuant to this Agreement.
  4. The Parties may jointly designate other functions for the Joint Committee.
  5. The Joint Committee shall decide the form, location and frequency of meetings. The meetings should be held alternately in Brazil and in Canada or elsewhere as decided by the Parties.
  6. Each Party shall be responsible for the costs incurred by its members of the Joint Committee in the exercise of their functions. The Party that hosts a meeting of the Joint Committee shall bear the costs, other than those for travel and accommodation, which are directly associated with the meeting.
  7. Parties may engage in cooperative activities through implementing protocols. Cooperating entities may carry out cooperative activities through the conclusion of contracts or inter-institutional instruments, which may describe the nature and duration of cooperation, funding, allocation of costs and other relevant matters.

Article 7

Availability of Resources

  1. Cooperative activities shall be subject to the availability of appropriated funds, personnel and other resources and should be based on balanced contributions, financial or other.
  2. The Parties may employ mechanisms to provide funding for their cooperating entities, as available at national levels.
  3. Cooperative activities may receive the support of international funding, where available.

Article 8

Persons, Material, Information and Equipment

Each Party, subject to its domestic law, shall use its best efforts to facilitate entry to, sojourn in and exit from its territory of persons, material, information and equipment involved in or used in cooperative activities carried out pursuant to this Agreement.

Article 9

Use and Dissemination of Information of a Confidential Nature

  1. Information transmitted or created under this Agreement which a cooperating entity considers to be of a confidential nature should be clearly defined and identified as such through appropriate marking or otherwise.
  2. Cooperating entities should protect information covered by this Article in accordance with the domestic law applicable to the cooperating entity receiving the information.
  3. Subject to the domestic law applicable to the cooperating entity receiving the information of a confidential nature, that cooperating entity should not divulge or transmit such information to a third party not directly involved with the implementation of this Agreement without the written permission of the cooperating entity that provided the information.
  4. If a cooperating entity is unable to guarantee that it will not divulge such information covered by this Article, or if it has reason to believe that it will be unable to do so, it should immediately notify the other cooperating entities that are likely to be affected and these cooperating entities should consult to identify an appropriate solution.

Article 10

Claims

  1. Each Party shall waive all claims it may have against the other Party based on damage arising out of the implementation of this Agreement.
  2. Paragraph 1 does not apply to the enforcement of the express provisions of a binding instrument between the Parties or their governmental entities.
  3. The Parties do not waive claims related to intellectual property.

Article 11

Existing Rights, Obligations and Commitments

This Agreement shall not affect the rights and obligations of a Party resulting from other international agreements to which it is party. Where the Parties wish for this Agreement to apply to a non-legally binding arrangement between them, they shall refer to this Agreement in that arrangement.

Article 12

Dispute Settlement

  1. The Parties shall endeavour, in good faith, to resolve any dispute between them arising from the interpretation or implementation of this Agreement amicably, through diplomatic consultations. Consultations shall take place as soon as reasonably practicable under the circumstances.
  2. If a dispute arising from the implementation of this Agreement cannot be resolved through consultations within a reasonable time, the Parties will refer such dispute to a jointly accepted dispute settlement mechanism.

Article 13

Entry into Force, Amendment and Termination

  1. This Agreement shall enter into force on the date of the last note of an exchange of diplomatic notes between the Parties confirming that all necessary internal procedures for entry into force of this Agreement have been completed.
  2. This Agreement shall remain in force for an initial period of five years. It shall automatically be renewed for subsequent periods of five years, unless either Party notifies the other Party in writing of its intention not to renew the Agreement, at least ninety days prior to its expiry date.
  3. This Agreement may be amended by mutual written agreement of the Parties. Any amendment shall enter into force in accordance with the provisions of paragraph 1 of this Article.
  4. This Agreement may be terminated at any time by either Party upon a six months’ written notice to the other Party. Notwithstanding any termination of this Agreement, the obligations hereunder shall continue to apply to any implementing protocol for its duration. Obligations under Article 10 (Claims) shall remain in force, regardless of the expiry or termination of this Agreement, unless otherwise agreed to in writing by the Parties in accordance with their domestic procedures.

IN WITNESS WHEREOF, the undersigned, being duly authorized by their respective Governments, have signed this Agreement.

DONE in duplicate in São Paulo on this 17th day of November 2008, in the English, French and Portuguese languages, each version being equally authentic.

Stockwell Day
FOR THE GOVERNMENT OF CANADA

Sergio Machado Rezende
FOR THE GOVERNMENT OF THE FEDERATIVE REPUBLIC OF BRAZIL