MEMORANDUM OF UNDERSTANDING

MEMORANDUM OF UNDERSTANDING by and between

the UNIVERSIDADE DE SÃO PAULO, in the interest of
…..….(full name of the USP SCHOOL), Brazil and ……..
………...... (full and official name of the FOREIGN
INSTITUTION), …….. Country …., which aims at
promoting academic cooperation between the Parties.

The UNIVERSIDADE DE SÃO PAULO, in the interest of ...................….....……………...

(full name of the USP SCHOOL in Portuguese), located at …………………………… (full
address of the School, including the campus in which it is located), Brazil, herein represented
by its Dean, ……………. (full name of the Dean), and …………..…(full and official name
of the FOREIGN INSTITUTION), herein represented by its
………(President/Rector/Chancellor or other relevant position), ..………………............
(his/her full name), in the interest of ..……..................(full and official name of the
SCHOOL, as the case may be), herein represented by its Dean ........……............ (position
and full name of the Dean), located at ……………….....(full address of the Foreign School),
based on the shared understanding that cooperation between both institutions will further
research and other academic and cultural activities, do hereby resolve to execute the present
Memorandum of Understanding.

SECTION 1 – PURPOSE

The ………………………. (full name of the SCHOOL in Portuguese) DA UNIVERSIDADE

DE SÃO PAULO and ..…..........……….(full and official name of the FOREIGN
INSTITUTION) agree to promote academic cooperation between both institutions, in areas of
mutual interest, by means of:

1. exchange of teaching staff and researchers;

2. joint development of research projects;

3. joint organization of scientific and cultural events;

4. interchange of information and of academic publications;

5. exchange of students;

6. exchange of members of their technical and administrative staffs;

7. shared courses and subjects.

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SECTION 2 – IMPLEMENTATION

For the purpose of implementing each specific cooperation activity other than the exchange of
teaching staff and researchers, graduate students and technical and administrative staff, both
institutions shall prepare a work program describing the forms, the means and the respective
responsibilities, which shall thereupon be the object of a Specific Agreement, to be executed
by the concerned parties.

SECTION 3 – FUNDING

Each institution shall exert its best efforts to procure funding from internal or external
sources, so as to ensure the feasibility of the cooperation programs.

SECTION 4 – REQUIREMENTS

The scholars and students taking part in the cooperation programs hereunder shall comply
with the immigration requirements of the country of the host university, and shall contract an
international medical and hospital insurance covering the stay abroad.

SECTION 5 – ACADEMIC FEES

The exchange students involved in exchange programs shall pay their academic fees, if any, at
their home institution.

SECTION 6 – INTELLECTUAL PROPERTY RIGHTS

Each Party shall own all IP which is generated by its staff, students and agents pursuant to this
MoU. Considering that this MoU is important to the progress of science and to the production
of knowledge, the parties agree to provide mutual licenses without costs for each one to make
use of IP for non-commercial academic activities inside the institutions.

In the event that both Parties are responsible for jointly generating IP, such IP shall be jointly
owned in accordance with the inventive contribution made by each Party, by means of the
settlement of a specific Agreement.

If such IP is capable of commercial exploitation neither Party shall exploit without the consent
of the other and on terms to be agreed by means of a specific Agreement.

SECTION 7 – PUBLICATION

Both Parties shall jointly publish results arising from this co-operation in accordance with
usual academic practice. In the event of publication by one Party, the other Party shall be
asked to give 30-day prior written consent. If such consent is not given within the stipulated
period, the publication will be considered to have been authorized.

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Both Parties shall be free to use any scientific and technical information created or transferred
in the course of the collaborative academic activities described in Section 1 for their own
research and development purposes. However, any use by either Party of the other Party’s
background information for research and development purposes shall be the subject of a
separate agreement.

SECTION 8 – CONFIDENTIALITY

This MoU and all documents and information provided by one Party to the other Party under,
or in connection with the negotiation of this MoU or any subsequent contractual undertakings
shall be treated as confidential (Confidential Information). The Confidential Information shall
not be used except for the purposes for which it was made available and the Confidential
Information shall not be disclosed to any other person without the prior written consent of the
disclosing Party.

Neither Party will be in breach of any obligation to keep any Confidential Information or not
to disclose it to any other party to the extent that it:

i. is known to the Party making the disclosure before its receipt and not subject
to any obligation of confidentiality to another party; or

ii. is or becomes publicly known without any breach of this MoU or any other
undertaking to keep it confidential; or

iii. has been obtained by the Party making the disclosure from a third party in
circumstances where the Party making the disclosure has no reason to believe
that there has been a breach of an obligation of confidentiality; or

iv. has been independently developed by the Partner making the disclosure; or

v. is disclosed pursuant to the requirement of any law or regulation or the order of

any Court of competent jurisdiction, and the Party required to make that
disclosure has informed the other Party whose information it is, within a
reasonable time after being required to make the disclosure, of the requirement
to make the disclosure and the information required to be disclosed; or

vi. is approved for release in writing by an authorised representative of the Party

whose information it is.

In the execution of this MoU both Parties shall observe the legislative and regulatory
framework in their respective countries.

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SECTION 9 – EFFECTIVE TERM

This Memorandum of Understanding shall become effective on the date of its execution and
shall remain effective for a period of five years. Upon the completion of this term, the
Memorandum of Understanding may be reedited, upon the assent of both institutions, and
such renewal shall take the form of a new Memorandum of Understanding or of a specific
Agreement.

SECTION 10 - AMENDMENTS

Any changes to the terms and conditions of this Memorandum of Understanding shall become
effective by means of an Amendment mutually accepted by the signatory parties.

SECTION 11 – COORDINATION

As coordinators for this Memorandum of Understanding are appointed, on behalf of USP,

……………………………………… (full name of the coordinator); and on behalf of ..
……..... (name of the FOREIGN INSTITUTION), …………………………………..(full
name of the coordinator).

SECTION 12 – TERMINATION

This Memorandum of Understanding may be terminated at any time, by either party, by

means of a 180-day prior written termination notice. In the event of any outstanding issues,
the parties shall define, under an Agreement Termination Instrument, the responsibilities for
the closing of each one of the programs affected by the termination, provided however that
the activities in course at the time shall be completed before termination becomes effective, as
well as any other reasonable commitments.

SECTION 13 – SETTLEMENT OF DISPUTES

In order to settle any doubts that may arise under the performance or in the construction of
this Memorandum of Understanding, the parties shall exert their best efforts to reach a
solution by mutual consent. In the event such consent is found to be impossible, the parties
shall jointly appoint a third party natural person, to act as mediator.

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And having thus agreed and covenanted, the parties execute this Memorandum of
Understanding in two (2) identical counterparts in each version, in English and in Portuguese,
to one and same effect.

………………. (full and official name of …………….. (full and official name of the
the USP SCHOOL) DA UNIVERSIDADE FOREIGN INSTITUTION)
DE SÃO PAULO

__________________________________
________________________________ ........................... (full name)
……………. (full name) (Rector/President/Chancellor)
Dean

Date:
Date:

………………… (full and official name of

FOREIGN SCHOOL, as the case may be)

______________________________
.............................. (full name)
Dean

Date:

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