A Consortium Agreement refers to the internal organisation of the consortium. Depending on the area or sector of the each project and of the grade of technical complexity that are involved, the Consortium Agreement might generally contain the following:
- provisions on the governance structure of the consortium;
- technical provisions (e.g. the tasks of each party and the project schedule);
- managerial provisions (e.g. coordination and management);
- financial provisions (e.g. the distribution of the Community financial contribution, the financial plan, etc);
- provisions regarding IPR and related issues such as dissemination, use and accessibility of the results, confidentiality provisions, as well as arrangements on the settlement of disputes and liability and confidentiality.
The Consortium Agreement models are developed by different organisations concerned in the proper management of projects under FP7. The European Commission has, however, not made available any "official" model. As these models respond to different areas, they may vary in content and in particular with regard to the provisions relating to intellectual property rights. All parties should fully read and understand the model that they are going to use, confirm that it serves their interests, and adapt it to specific needs if required.
There are several models of Consortium Agreements that have been created by different entities and that may be used by participants under FP7 projects.
The European Commission, however, has not drafted any model. Indeed, it has been only made available a check list with non-binding guidance on the issues that participants may consider in their Consortium Agreements.
The Grant Agreement establishes the main rights and obligations of participants towards the European Commission and is, generally, based on models prepared to be applied in all projects. This agreement does not have, therefore, detailed provisions on the specific project and consortium.
Thus, it is highly recommended (if not mandatory) that participants sign between them a Consortium Agreement aimed to establish in detail the rules on the internal management of the consortium. This agreement shall have inter alia additional rules on dissemination, use and access rights.
When you submit your proposal it is not necessary to have a Consortium Agreement already signed between all potential participants. Generally, you will only have to conclude the agreement before signing the Grant Agreement with the European Commission (on behalf of the EU).
It is highly recommended (if not mandatory) that participants sign between them a Consortium Agreement aimed to establish in detail the rules on the internal management of their consortium.
According to the Rules for Participation, this agreement shall include inter alia additional rules on dissemination, use and access rights. In particular, and following the guidance of the European Commission in its publication “Checklist for a Consortium Agreement for FP7 projects”, the following IPR related clauses may be included in the Consortium Agreement:
(i) Ownership of foreground – to deal with the ownership of foreground developed in the project, including possible joint ownership;
(ii) Transfer of foreground – to deal with, for example, the procedure to give prior notice to other participants in the project;
(iii) Protection of foreground – to deal with, for example, possible patent application;
(iv) Use of foreground – to deal with the obligation to use the foreground commercially or in further research;
(v) Dissemination of foreground – to deal with the obligation to disseminate foreground as swiftly as possible;
(vi) Access rights – to deal with, for example, conditions and time limits.