Example of a CONSORTIUM AGREEMENT CONTENTS

1. Object and definitions: 2. Project organisation and management:

2.1 Project management 2.2. Designation of the supervisory agents 2.3. Coordination committee and operational monitoring 2.4. Respective tasks of the PARTNERS and reception of deliverables 2.5. Obligations and responsibilities of the PARTNERS

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3. Resources and financing: 4. Confidentiality and publications: 5. Intellectual property: 6. Duration: 7. Modification: 8. Disputes:

Consortium Agreement (Acronym) Project

BETWEEN: X Head Office: SIRET ID N: Represented by M acting in the capacity of Hereinafter called X of the first part AND XX Head Office: SIRET ID N: Represented by M acting in the capacity of Hereinafter called XX of the second part AND XXX Head Office: SIRET ID N: Represented by M acting in the capacity of Hereinafter called XXX AND of the third part XXXX Head Office: SIRET ID N: Represented by M acting in the capacity of Hereinafter called XXXX of the fourth part Collectively designated as the PARTIES, or individually as the PARTNER or PARTY Whereas: The parties presented the (acronym) project, object of this consortium agreement, to the SNOWMAN call for projects and the project was selected by the Call Steering Committee on (date). The request for project financing was filed with the (funders). This financing was acquired following the decision of (funders) on (dates) and contractualised by research contract N() between the (funder) and (partner). Following these agreements, the PARTIES decided to conclude this consortium agreement in order to establish the bases for their collaboration and for their future activities within the framework of the (acronym) project. Now therefore it has been agreed as follows:

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1.

Object and definitions:

The object of the present contract is to stipulate the terms and conditions of the partnership between the PARTIES (and, in particular, to stipulate the rules governing ownership and the exploitation of results as well as the confidentiality conditions) for the overall studies and services contributing to the completion of the work on the (acronym) project, or: (full title), referred to below as The PROJECT. Each PARTNER declares that they are aware of CONTRACTS N .. between (funder) and (partner) and their different components. The projects estimated timetable and its technical and financial terms and conditions are stipulated in the CONTRACTS. The parties undertake to cooperate in good faith in order to complete the PROJECT under the terms and conditions stipulated in the CONTRACTS. No PARTNER or any of their representatives, employees or agents have the power to commit the other PARTIES in any way whatsoever, except where the CONTRACTS explicitly anticipate it.

2. 2.1.

Project organisation and management: Project management

X assumes the role of project coordinator. In this capacity, it ensures the following responsibilities : Based on the CONTRACTS and for each PARTY, it defines in detail: The tasks to be undertaken and the corresponding specifications The deliverables and corresponding completion schedule targets X conducts continual progress monitoring of the work undertaken by the PARTIES and is the guarantor of coherence towards PROJECT completion.

2.2.

Designation of the supervisory agents

To ensure the proper progress of the PROJECT, each of the PARTNERS will designate a project supervisor. The latter are in charge of ensuring the proper progress and completion of the tasks that the PARTNERS are responsible for. The PARTIES will endeavour to keep the same project supervisors for the entire duration of the work barring a major hindrance: resignation, dismissal, illness, etc. In the event of changes in project supervisors, the PARTIES must ensure the change in individual does not interrupt the assignments included with the job and that this does not disturb the progress of the PROJECT. The PARTIES must notify each other by recorded delivery with a return receipt requested about such changes without delay, providing the first and last name of these new project supervisors.

2.3.

Coordination committee and operational monitoring

In order to facilitate the implementation of THE AGREEMENT, the suggestion that a coordination committee be established has been made. The coordination committee is constituted by each of the PARTNERS supervisory agents.

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The coordination committee is chaired by X. The coordination committees attributed responsibilities include: Modification of task content resulting from proposals made by one or another of the PARTIES with the agreement of the funders if necessary; Exchanges of information between the PARTNERS on their collaboration and particularly as to the results developed by each of the PARTIES and communication, publication and convention initiatives; Technical and administrative monitoring of the PROJECTs realisation and proper heeding of timetables; Discussion of any questions brought up by one or another of the PARTIES; First instance concensus building to resolve disputes among the PARTIES; Examination of patent filing possibilities. The chair handles the material organisation of the meetings (setting the agenda, etc.) and the preparation/distribution of the minutes. The coordination committee will meet twice (midterm and final term) or at the request of the PARTIES.

2.4.

Respective Tasks of the PARTNERS and reception of deliverables

The PARTNERS tasks and deliverables in the process of PROJECT completion are described in Component 3 TECHNICAL ANNEX of the CONTRACTS. PROJECT deliverables are received and validated by X. Deliverables also include the intermediary reports required by the funders as stipulated in the CONTRACTS.

2.5.

Obligations and responsibilities of the PARTNERS

The PARTNERS undertake to keep one another informed without delay about all fact or events related to the PROJECT that they may learn and that would be of interest to the other PARTNERS and for the successful outcome of the PROJECT. Each of the PARTNERS undertakes to scrupulously inform the other PARTNERS concerned by this work, about any difficulties encountered. Each PARTNER will be responsible for carrying out their part of the work as identified in the CONTRACTS (Component 3). At the conclusion of each task for which they are responsible, each PARTNER will provide X with the results obtained in the deliverable format foreseen in the CONTRACTS, Component 3. Each PARTNER is responsible, according to ordinary rules of law, for their own personnel and property. They forego asking for compensation for any damage to their property or personnel due to one or several of the PARTIES except in case of intentional or serious fault. The PARTNERS will, at their own expense, take out and maintain the insurance necessary to cover their liabilities.

3.

Resources and financing:

The terms and conditions of the PROJECT are described in the CONTRACTS.

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These terms and conditions do not exclude specific financing agreements between the PARTNERS.

4.

____________________________________________________________ Confidentiality and publications:

The confidentiality and publication clauses are defined in the CONTRACTS (Components 1 and 2). On condition that they heed the publication provision described by the CONTRACTS, each party is free to publish their own results subject to mentioning the participation of the other PARTNERS in the PROJECT. For results stemming from work undertaken jointly, it will be necessary to inform the other PARTNERS concerned. It will be assumed that the agreement has been received failing an answer within a time lapse of one month.

5.

____________________________________________________________ Intellectual property:

The parties undertake to heed the intellectual property clauses described in the CONTRACTS. Each party will be able to use the results of the other PARTNERS free of charge in their research and development work, alone or in collaboration with third parties, whether this collaboration is free of charge or for a fee, subject to heeding the confidentiality provisions.

6.

____________________________________________________________ Duration:
This AGREEMENT will be effective as of the day it is signed. The present agreement is entered into for a duration of (duration) months or for a period of time equal to that of the CONTRACTS in case the latters duration is modified.

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________________________________________________________________ 7. Modification:
Any modification concerning the content of this AGREEMENT regarding, among others, the object of the work, the task divisions, and the deadlines may only be made by joint agreement of the concerned PARTIES. These modifications will be the object of a rider signed by the authorised representatives of the PARTNERS in question. This rider will be brought to the attention of the PARTIES as a whole in order to become valid and, as the case may be, through the intermediary of the coordination committee. 8.

Disputes:
Any dispute between the PARTIES concerning the execution, interpretation or validity of this agreement will entail mediation prior to any legal proceedings, and notably during coordination committee meetings. Failing an out-of-court settlement between the parties following the mediation, the dispute will be referred to the competent court for settlement at the initiative of the most diligent PARTNER.

Five originals signed in on

For X

For XX

For XXX

For XXXX

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