Consortium-AgreementA consortium agreement is made between participants collaborating on a project and will govern a wide variety of issues and possible circumstances. A consortium agreement is very similar, and sometimes identical, to a joint venture agreement.  The consortium agreement establishes the relationship between the partners, organization and implementation of the project, and the rights and duties of the partners. A well-prepared consortium agreement is intended to minimize the chances of a future business dispute between the participating parties and remove obstacles for cooperation.

The consortium agreement needs to be sufficiently detailed in order to show that the project will be handled with the balanced cooperation of the participants. The agreement ensures that all partners contribute to, and benefit from, equitable cooperation, and that the results of the collaborative projects are equitably shared though a controlled process meant to protect the parties and equally allocates intellectual property rights, such as trademarks, that may be created during the collaborative project.

A consortium agreement is made between participants collaborating on a project and establishes the relationship between the partners, the organization and implementation of the project, and the rights and duties of the partners.

Elements of Consortium Agreements Include:

  • Identification of the parties;
  • A preamble describing the context, objectives and scope of the collaborative project;
  • Provision that accounts for the possible need to make changes to the terms and conditions of the project; how management and organizational duties will be divided (the duties and responsibilities of each of the parties from an administrative, legal, and financial perspective);
  • Financial organization (indicates the total budget, plans each parties’ expenses, etc.);
  • Provision regarding intellectual property rights and Dissemination of Use provision (describes additional provisions on intellectual; property rights, use and dissemination);
  • Confidentiality provisions;
  • Liability provision (indicates to what extent ach party will be liable to the other in the case of damages or injury to a party or goods); and
  • Duration of the agreement and a provision providing for causes of early termination.