CONSORTIUM AGREEMENT

 

 

This Agreement (the “Agreement”) is effective [DATE],

 

BETWEEN:                   [FIRST PARTY NAME] (the "Founder"), with its address located at:

 

                                    [YOUR COMPLETE ADDRESS]

 

AND:                            [SECOND PARTY NAME] (the "Consortium Member"), with its address located at:

 

                                    [COMPLETE ADDRESS]

 

WHEREAS, the Consortium Members propose to form a consortium (the “Consortium”) to undertake a project with respect to ______________________________ (the “Project”);

 

WHEREAS, in accordance with the terms of this Agreement, the Consortium Members will cooperate and work towards the development of the Project;

 

NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows:

 

 

  1. OBJECT

 

    1. The object of this Agreement is for the Parties herein to arrive at a strategic understanding with each other to pool their resources, cooperate with each other and jointly prepare Project Reports and carry out the Project as described in “Annexure A.”

 

 

  1. EXCLUSIVITY

 

    1. The Parties herein agree that no Party shall, consequent to the signing of the present Agreement, withdraw from this Agreement during the execution of the Project in connection with the purpose of the Project as outlined for any reason whatsoever.

 

 

  1. PROJECT MANAGEMENT

 

    1. Identification

 

      1. The Parties agree that the Project lead site is: _________________________________________________________________.

 

      1. The Parties agree that the Project will be managed by _____________________ (“Project Manager”).
      2. The Project Manager will report to ______________________________.

 

 

    1. Responsibilities of the Project Manager

The Project Manager will have responsibility for the day-to-day management of the Project, with the Consortium being concerned with overall policy and direction. The Parties agree that the Project Manager will have the following responsibilities:

 

[LIST RESPONSIBILITIES]

 

 

  1. DATA MANAGEMENT

 

    1. Data collection in the course of the Project: Each Party is involved in the collection of data in the form of _____________________. The data are to be sent to the Project Manager and stored in an archive at _______________________ (‘the Project Archive’). Each Party agrees to ensure that all data submitted to the Project Manager are accompanied by documentation detailing the origin of the data, together with any necessary ethical consent. (Each data collection must be accompanied by a signed copy of the copyright form, as shown in Annexure 3 [not attached]). The Project Manager undertakes to ensure that all data stored in the Project Archive are referenced to the associated copyright documentation stored as part of the Project Archive.

 

    1. Data maintenance: The Founder hereby undertakes to maintain the Project Archive for the duration of the Project and for a period of at least (___) years after the end of the Project. This period is subject to extension if the Founder so decides.

 

 

  1. ANNOUNCEMENTS AND CONFIDENTIALITY

 

    1. Announcements

No announcements regarding the Project, this Agreement or the status or any content or subject matter thereof may be issued by any Consortium Member without the prior written consent of the Founder, except to the extent that any such announcements are required by law, a court of competent jurisdiction, the SEC, another regulatory body or international stock exchange having jurisdiction over such Consortium Member or pursuant to whose rules and regulations such disclosure is required to be made, but only as far as practicable and lawful after the form and terms of such announcements have been notified to the Founder, and the Founder has had a reasonable opportunity to comment on the form and terms of such announcements.

 

    1. Confidentiality
      1. Except as permitted under Section 5.3, each Consortium Member shall not, and shall procure that its Affiliates and its Affiliates’ Representatives do not, without the prior written consent of the other Consortium Members, disclose (i) the existence, content or effect of this Agreement or any other agreement entered into in connection with this Agreement; (ii) the fact or content of negotiations leading up to or relating to this Agreement; (iii) any information received or obtained by it or its Representatives regarding any other Consortium Member or its Representatives; (iv) any Confidential Information received by it (“Recipient”) from any other Consortium Member (“Discloser”). Each Recipient shall procure that neither it nor its Representatives shall use any Confidential Information for any purpose other than for the purposes of this Agreement or the Project.

 

      1. The Recipient must safeguard and return to the Discloser any Confidential Information on demand, or, in the case of electronic data (other than any electronic data stored on the backup tapes of the Recipient’s hardware), destroy at the option of the Discloser, any Confidential Information contained in any material in its or its Representatives’ possession or control.

 

    1. Permitted Disclosures

A Consortium Member may make disclosures (a) to those of its Advisors, Representatives or Affiliates as the Consortium Member reasonably thinks necessary to give effect to or enforce this Agreement but only on a confidential basis; (b) if required by law or a court or competent jurisdiction, the SEC or another regulatory body or international stock exchange having jurisdiction over a Consortium Member or pursuant to whose rules and regulations such disclosure is required to be made, but only as far as practicable and lawful after the form and terms of that disclosure have been notified to each other Consortium Member and the Founder has had a reasonable opportunity to comment on the form and terms of disclosure; (c) if the information has already come into the public domain through no fault of that Consortium Member, its Representatives, shareholders or investors; or (d) if the information was already available to such Consortium Member, its Representatives, shareholders or investors on a non-confidential basis from another person.

 

    1. Indemnity

Each Recipient agrees to indemnify and hold harmless the Discloser from and against all losses, costs, demands and liabilities of whatsoever nature (but excluding any indirect or consequential losses, costs, demands and liabilities) arising directly out of any breach of the terms of this Section 5 by the Recipient or by any person to whom the Confidential Information is disclosed by the Recipient.

 

 

  1. CONFLICT OF INTEREST

 

6.1        The Parties herein undertake to take all necessary measures in order to avoid any conflict of interest during the performance of the Agreement or the Project and also to identify any conflict of interest so that the Founder can consult with the Project Manager and other Parties to sort out such conflicts.

 

 

  1. AMENDMENTS

 

7.1        None of the covenants, terms or conditions of this Agreement to be kept and performed by either Party shall in any manner be altered, waived, modified, changed or abandoned except by a written instrument, duly signed, acknowledged and delivered by the other Party.

 

 

  1. NOTICES

 

    1. All notices to or demands upon Parties desired or required to be given under any of the provisions hereof, shall be in writing. Any notice or demand shall be deemed to have been duly and sufficiently given three business days after a copy thereof has been mailed by national registered or certified mail, postage prepaid, return receipt requested, addressed at the addresses mentioned above.

 

 

  1. CAPTIONS

 

    1. The captions of this Agreement are for convenience only and are not to be construed as part of this Agreement and shall not be construed as defining or limiting in any way the scope or intent of the provisions hereof.
  2. SEVERABILITY

 

    1. If any term or provision of this Agreement shall to any extent be held invalid or unenforceable the remaining terms and provisions of this Agreement shall not be affected thereby, but each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

 

 

  1. APPLICABLE LAW

 

    1. This Agreement shall be construed and enforced in accordance with the laws of the [State/Province] of [STATE/PROVINCE].

 

 

  1. COVENANTS BINDING ON SUCCESSORS

 

    1. All of the covenants, agreements, conditions and undertakings contained in this Agreement shall extend and inure to and be binding upon the heirs, executors, administrators, successors and assigns of the respective Parties hereto, the same as if they were in every case specifically named, and wherever in this Agreement reference is made to either of the Parties hereto, it shall be hold to include and apply to wherever applicable, the heirs, executors, administrators, successors and assigns of such Party. Nothing herein contained shall be construed to grant or confer upon any person or persons, firm, corporation or governmental authority, other than the Parties hereto, their heirs, executors, administrators, successors and assigns, any right, claim or privilege by virtue of any covenant, agreement, condition or undertaking in this Agreement contained.

 

 

  1. COUNTERPARTS

 

    1. This Agreement may be executed in two or more counterparts, each one of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, each Party to this Agreement has caused it to be executed at [place of execution] on the date indicated above.


 

 

FOUNDER                                                                    CONSORTIUM MEMBER

 

 

 

                                                                                                                                                           

Authorized Signature                                                     Authorized Signature

 

 

                                                                                                                                                           

Print Name and Title                                                      Print Name and Title