A group of separate natural or legal persons who come together to
undertake an enterprise, a transaction, or a joint activity.
Within the field of EU-supported Research and Technological Development (RTD)
projects, the partners will normally sign a consortium agreement.
The Partners of a Consortium MAY
conclude a Consortium Agreement to organise the work and to specify
certain rights and obligations to carry out the Project
The conclusion of the Consortium Agreement is
not a MANDATORY
condition under the EC Contract but the Commission recommends it.
The Consortium Agreement can SUPPLEMENT the EC Contract but not
be in CONFLICT WITH the provisions of such Contract. In case of
conflict the EC Contract shall prevail.
The Commission IS NOT A PARTY to this Agreement and consequently does not participate in it at any
The Consortium Agreement can be concluded at any
moment but as a private document it should carefully NEGOTIATED
among all the Parties.
The Consortium Agreement can be particularly
useful when Parties need to agree on certain issues NOT REGULATED
by EC Legislation.
E.g.: the way of exercising ownership in case of joint inventions (joint
The terms of the Consortium Agreement shall comply
with the EC competition rules set out in the EC Treaty and in the
Matters that CAN be
included in a Consortium Agreement.
The Parties intend to co- operate in order to carry out the Project and to
perform the tasks designated in the Work Plan.
The Consortium Agreement will come into force upon the signature of all
the Parties but normally will have retroactive effects from the date of
signing the EC Contract.
· Internal organisation
· Tasks of the Co-ordinator
E.g. the Consortium Agreement may set out a deadline within the payments
shall be made to the Parties.
The Project Steering Committee
: Chairman and number of representatives
- Decision- making
- Supervision of the strategy of the Project
of Work Plan if there is a need to request the Commission to amend it.
proposals to the Parties to deal with issues
related to a Defaulting Party.
Responsibilities of the Parties
the Co-ordinator and the Steering Committee
Towards each other
Liabilities of the Parties
- Towards each
Towards the Commission
- Towards third
In the event of a substantial breach of its obligations by a Party under
this Agreement and/or under the EC Contract, the other Parties may decide
jointly to terminate this Agreement. A request will be made to the
Commission for the termination of the EC Contract with regard to the
The owner of “Knowledge” has the right to apply for the patent
The owner of the right has the possibility of transferring totally or
partially such right to other Parties to the Consortium Agreement
Other additional rules to exercise ownership may be set out.
(e.g.: in the event of joint inventions; the Parties concerned may
jointly apply for a patent)
“Pre-existing know – how”
The Parties may decide to list their pre-existing know how, which is
“necessary” to carry out the Project, in an Annex to the Consortium
research Parties may grant Access rights (licenses) to the Industrial
Parties to exploit the Knowledge they have generated in the Project on
financial conditions (royalties or remuneration) to be agreed between the
The Consortium Agreement will include the rules to allow publications or
data concerning Knowledge resulting from the Project (the text is normally circulated amongst all the Parties by
Publications may be delayed if protection by patent is envisaged.
But the publications shall not be unreasonably delayed. A maximum
deadline should be stated for filing a patent application
Conditions need to be laid down for disclosing
“Knowledge” and “Pre-existing know-how” connected with the Project
or related to the business or affairs of another Party, among the Parties
themselves or to a third party.
Said information shall not be used for any purpose
other than the fulfilment of the terms of the EC Contract or the
The period of time in which secrecy has to be respected shall be
Procedures to follow in case a Party withdraws from the
Project or its participation is terminated.
As a rule, the prior consent of the other Parties and
a request to the Commission are needed in accordance with the terms of the
The Commission may terminate the participation of a
Contractor on the basis of the provisions of Article 7 of the EC Contract.
Law governing the Consortium Agreement
Parties may choose a national Law provided that such Law is connected with
Law of the Co-ordinator´s country