Bent Egebart - Corsortium agreements The Commission demand it, but do not check it (?) The Community is not a party to these agreements and plays no active role in the choices made by the parties and The Consortium Agreement must comply with the Rules and the EC contract.

Bent Egebart - Definition ”Consortium agreement” is also defined in both the Rules and the Contract. According to the Rules, it means “an agreement that participants in an indirect action conclude amongst themselves for its implementation. Such an agreement shall not affect participants’ obligations to the Community and to one another arising out of the Regulation and the Contract.” 3 According to the Contract “an agreement that contractors conclude amongst themselves for the implementation of this contract. Such an agreement shall not affect the contractors’ obligations to the Community and/or to one another arising from this contract.”

Bent Egebart - The legal environment Contract Partner A's responsability according to the contract Consortium agreement A B C D EC

Bent Egebart - CA -overview The Rules require the Commission to publish non-binding guidelines on points that may be addressed by the CA, such as:  the internal organisation and management of the consortium;  intellectual property arrangements;  settlement of internal disputes, pertaining to the CA.

Bent Egebart General Information (Identify each party to the agreement – Contractor(s) to the EC contract). - Preamble (Subject of the Consortium Agreement) including definitions based on the contract, Rules and any additional definitions as needed by the consortium). - Subject of the contract (Title of project). CONSORTIUM CHECKLIST - Outline of Contents

Bent Egebart - Technical provisions ● Technical contribution of each party (as set out in Annex I to the EC contract); ● Technical resources made available; ● Production schedule for inter-related tasks and for planning purposes ● Expected contribution, maximum effort expected ● Modification procedure; ● Provisions for dealing with non-performing contractor(s). *)*)

Bent Egebart - Commercial provisions ● Confidentiality; ● Ownership of results / joint ownership of results / difficult cases (i.e. pre-existing know-how that is very ● closely linked to the result, making it difficult to distinguish the pre-existing know-how from the result); ● Legal protection of results (patent rights); ● Commercial exploitation of results and any necessary access rights; ● Commercial obligations; ● Relevant patents, know-how, and information; ● Sub-licensing; ● Pre-existing know-how excluded from use in the project.

Bent Egebart - Organisational provisions ● Committees – establishment, composition, procedures, role and nature: ● Steering, management, technical, IPR, financial etc; ● Co-ordination of committees; ● Amendment / revision of the agreement.

Bent Egebart - Financial provisions ● Financing plan; ● Modification procedure; ● Mutual payments, common costs; ● Distribution of management costs; ● Auditing of costs: ● Audit certificates; ● How to deal with financial collective responsibility; ● Provisions for dealing with non-performing contractor(s); ● Third party resources - identifying parties and resources.

Bent Egebart - Legal provisions ● Legal form of the co-operation; ● Duration of the agreement versus duration of the EC contract (i.e. 6 months one year longer, etc) ● Penalties for non-compliance with obligations under the agreement; ● Applicable law and the settlement of disputes; ● Secondment of personnel; ● What to do if all the contractors do not sign the EC contract.

Bent Egebart - Technical resources made available: ● - human resources; ● - equipment and facilities; ● - information, whether protected or not. ● These means should be as detailed as possible: ● - number of persons; ● - qualifications; ● - nature of the equipment used; ● - type of information disclosed: plans, manuals, calculations, prototypes, etc., delivery dates, place at ● which it is made available, language used. some details:

Bent Egebart - Recommendations ● ”miserable” - rules for those who do not perform ● rules to evaluate performance ● ownership (IPR) A B D C Marked

Bent Egebart - cont., CA X-plan TIP