[{"data":1,"prerenderedAt":519},["ShallowReactive",2],{"document-consortium-agreement-D12866":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":168,"customdescription":6,"mdFm":169,"mdProseHtml":518},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"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: OBJECT 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.\" EXCLUSIVITY 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. PROJECT MANAGEMENT Identification The Parties agree that the Project lead site is: _________________________________________________________________. The Parties agree that the Project will be managed by _____________________ (\"Project Manager\"). The Project Manager will report to ______________________________. 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] DATA MANAGEMENT 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. 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. ANNOUNCEMENTS AND CONFIDENTIALITY 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. Confidentiality 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.",null,"Consortium Agreement","4",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/consortium-agreement-D12866.png","https://templates.business-in-a-box.com/imgs/250px/12866.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12866.xml",{"title":15,"description":6},"consortium agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"Consortium Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12866.png","https://templates.business-in-a-box.com/imgs/600px/12866.png",[25,17,20],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":18,"url":19},{"label":32,"url":33},"Partnerships & Joint Ventures","/templates/partnerships-and-joint-ventures/",[35,39,43,47,51,55,59,63,67,71,75,79,83,98,113,126,142,156],{"label":36,"url":37,"thumb":38,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":40,"url":41,"thumb":42,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":44,"url":45,"thumb":46,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"label":48,"url":49,"thumb":50,"extension":10},"Arbitration Agreement","/template/arbitration-agreement-D856","https://templates.business-in-a-box.com/imgs/250px/856.png",{"label":52,"url":53,"thumb":54,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"label":56,"url":57,"thumb":58,"extension":10},"Bonus Agreement","/template/bonus-agreement-D13815","https://templates.business-in-a-box.com/imgs/250px/13815.png",{"label":60,"url":61,"thumb":62,"extension":10},"Caregiver Agreement","/template/caregiver-agreement-D13510","https://templates.business-in-a-box.com/imgs/250px/13510.png",{"label":64,"url":65,"thumb":66,"extension":10},"Charter Agreement","/template/charter-agreement-D13440","https://templates.business-in-a-box.com/imgs/250px/13440.png",{"label":68,"url":69,"thumb":70,"extension":10},"Coaching Agreement","/template/coaching-agreement-D13221","https://templates.business-in-a-box.com/imgs/250px/13221.png",{"label":72,"url":73,"thumb":74,"extension":10},"Collaboration Agreement","/template/collaboration-agreement-D13222","https://templates.business-in-a-box.com/imgs/250px/13222.png",{"label":76,"url":77,"thumb":78,"extension":10},"Compliance Agreement","/template/compliance-agreement-D13823","https://templates.business-in-a-box.com/imgs/250px/13823.png",{"label":80,"url":81,"thumb":82,"extension":10},"Confidentiality Agreement","/template/confidentiality-agreement-D950","https://templates.business-in-a-box.com/imgs/250px/950.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":92,"keywords":96,"url":97},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[93,95],{"label":18,"url":94},"business-legal-agreements",{"label":18,"url":94},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":99,"descriptionCustom":6,"label":100,"pages":101,"size":9,"extension":10,"preview":102,"thumb":103,"svgFrame":104,"seoMetadata":105,"parents":107,"keywords":106,"url":112},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTNER NAME] (the \"Second Partner\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":106,"description":6},"partnership agreement",[108,109],{"label":18,"url":94},{"label":110,"url":111},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",{"description":114,"descriptionCustom":6,"label":115,"pages":8,"size":9,"extension":10,"preview":116,"thumb":117,"svgFrame":118,"seoMetadata":119,"parents":121,"keywords":120,"url":125},"SUBCONTRACT AGREEMENT This Subcontract Agreement (the \"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SUBCONTRACTOR NAME] (the \"Subcontractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Contractor has entered into, or will hereafter enter into, a general construction contract, henceforth \"The Prime Contract\" with [General Contractor], to perform in accordance with various contract documents and specifications certain work prepared by [architect], henceforth \"Architect\", and/or to furnish labor, materials, supplies, labor and/or goods required to construct the following named and described construction project: [Describe], henceforth \"The Project\", located in [address], and WHEREAS Contractor desires to retain Subcontractor to perform certain contract work in accordance with various contract documents and specifications and/or to furnish labor, materials, supplies, labor and/or goods for The Project; NOW THEREFORE Contractor and Subcontractor agree as follows: SUBCONTRACT WORK Subcontractor shall be employed as an independent contractor and shall provide and furnish all labor, materials, tools, supplies, equipment, services, facilities, supervision, and administration necessary for the proper and complete performance and acceptance of the following portions of the work, hereinafter \"the Subcontract Work\", for the Project, together with such other portions of the drawings, specifications and addendum as related thereto: SEE EXHIBIT A: Scope, Conditions, And List of Attachments SUBCONTRACTOR PRICE In consideration of Subcontractor's performance of this Subcontract, and at the times and subject to the terms and conditions hereinafter set forth, Contractor shall pay to Subcontractor the total sum of [AMOUNT], hereinafter \"subcontract price.\" Said subcontract price is dependent upon the conditions set forth in Exhibit A being met. Should said conditions not be met, the subcontract amount shall be modified accordingly. SPECIAL CONDITIONS The Special Conditions to Subcontract are incorporated in this Subcontract as though fully set forth herein. Subcontractor hereby acknowledges receipt of the Special Conditions. COMMUNICATION AND NOTICE","Subcontract Agreement","https://templates.business-in-a-box.com/imgs/1000px/subcontract-agreement-D172.png","https://templates.business-in-a-box.com/imgs/250px/172.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#172.xml",{"title":120,"description":6},"subcontract agreement",[122],{"label":123,"url":124},"Consultant & Contractors","consulting-contractor-business","/template/subcontract-agreement-D172",{"description":127,"descriptionCustom":6,"label":128,"pages":129,"size":130,"extension":10,"preview":131,"thumb":132,"svgFrame":133,"seoMetadata":134,"parents":135,"keywords":140,"url":141},"MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, in order to pursue the mutual business purpose of a possible transaction between Disclosing Party and Receiving Party and/or their affiliates (the \"Transaction\"), both Disclosing Party and Receiving Party recognize that there is a need to disclose to one another certain information in respect of itself and/or its affiliates. WHEREAS, all such information, delivered by or on behalf of one party and/or its affiliates (the \"Disclosing Party\") to the other party (the \"Receiving Party\") and/or its Representatives (as defined below), whether furnished before or after the date of this Agreement and regardless of the manner in which it is furnished, together with all analyses, compilations, studies or other documents or records prepared by the Receiving Party and/or its Representatives to the extent such analyses, compilations, studies, documents or records contain, otherwise reflect, or are generated from such information, is referred to herein as \"Evaluation Material\". NOW, THEREFORE, in consideration of the opportunity to consider such Evaluation Material, both parties hereby agree as follows: NON-DISCLOSURE OF EVALUATION MATERIAL The Evaluation Material will be used by the Receiving Party solely for the purpose of evaluating the Transaction. Such Evaluation Material will be kept strictly confidential by the Receiving Party, except that the Evaluation Material or any portion thereof may be disclosed to affiliates, directors, officers, employees, advisors, attorneys, agents, controlling persons, potential bidding partners and financing sources or other representatives (each, a \"Representative\", and collectively, the \"Representatives\") of the Receiving Party who need to know such information for the purpose of evaluating the Transaction and who agree to treat the Evaluation Material in accordance with the terms of this Agreement. The term \"Evaluation Material\" does not include information which: Is or becomes generally available to the public other than as a result of the breach of the terms of this Agreement by the Receiving Party and/or any of its Representatives; Is or has been independently acquired or developed by the Receiving Party and/or any of its Representatives without violating any of the terms of this Agreement; Was within the Receiving Party and/or any of its Representatives' possession prior to it being furnished to the Receiving Party and/or any of its Representatives by or on behalf of the Disclosing Party pursuant to the terms hereof; or Is received from a source other than the Disclosing Party and/or any of its Representatives; provided that, in the case of (c) and (d) above, the source of such information was not known by the Receiving Party to be bound by a confidentiality obligation to the Disclosing Party or any other party with respect to such information. DISCLOSURE UNDER COURT ORDER OR SUBPOENA In the event that the Receiving Party or any of its Representatives receives a request to disclose all or any part of the Evaluation Material under the terms of a subpoena or order issued by a court of competent jurisdiction or under a civil investigative demand or similar process, (i) the Receiving Party agrees to promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a request and (ii) if the Receiving Party or its applicable Representative is in the opinion of its counsel compelled to disclose all or a portion of the Evaluation Material, the Receiving Party or its applicable Representative may disclose that Evaluation Material that its counsel advises that it is compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that Evaluation Material that is being so disclosed. CONFIDENTIALITY OF THE TERMS OF THIS AGREEMENT Unless otherwise required by law, or unless otherwise provided in a final definitive agreement regarding the Transaction when, as and if executed, both parties and their respective Representatives will not, without the prior written consent of the other party, disclose to any person (other than Representatives of the parties hereto who need to know such information for the purpose of evaluating the Transaction and who agree to treat such information in accordance with the terms of this Agreement) any of the terms or conditions of the Transaction. OWNERSHIP OF RIGHTS TO EVALUATION MATERIAL Nothing in this Agreement shall divest the Disclosing Party of any of its right, title or interest in and to any Evaluation Material. Within [NUMBER] days after being so requested by the Disclosing Party, the Receiving Party and its Representatives shall destroy or return all Evaluation Material furnished to the Receiving Party and/or any of its Representatives by the Disclosing Party. Except to the extent a party is advised by counsel that such destruction is prohibited by law, the Receiving Party and its Representatives will also destroy all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by the Receiving Party and/or its Representatives based upon, containing or otherwise reflecting any Evaluation Material. At the request of the Disclosing Party made at the time of its request for the destruction of Evaluation Material, any destruction of materials shall be certified to the Disclosing Party in writing by an authorized officer of the Receiving Party supervising such destruction. DISCLAIMER","Mutual Non-Disclosure Agreement","5",66,"https://templates.business-in-a-box.com/imgs/1000px/mutual-non-disclosure-agreement-D955.png","https://templates.business-in-a-box.com/imgs/250px/955.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#955.xml",{"title":6,"description":6},[136,137],{"label":18,"url":94},{"label":138,"url":139},"Confidentiality Agreements","confidentiality-agreement","mutual non disclosure agreement","/template/mutual-non-disclosure-agreement-D955",{"description":143,"descriptionCustom":6,"label":144,"pages":145,"size":9,"extension":10,"preview":146,"thumb":147,"svgFrame":148,"seoMetadata":149,"parents":151,"keywords":154,"url":155},"MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (\"MOU\"), is made and entered into as of [EFFECTIVE DATE], BETWEEN: [PARTY A] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [PARTY B] (PARTNER/RESELLER], an individual with his main address located at [SPECIFY] OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PURPOSE AND SCOPE The purpose of this MOU is to clearly identify the roles and responsibilities of each party as they relate to [ SPECIFY]. In particular, this MOU in intended to [SPECIFY OR DESCRIBE THE WAY IN WHICH THE PARTIES WILL COLLABORATE]. BACKGROUND [Brief description of the parties involved in the MOU with mention of any current/historical ties to this project] [PARTY A] RESPONSIBILITIES UNDER THIS MOU [PARTY A] shall undertake the following activities: [SPECIFY AND EXPLAIN] [PARTY B] RESPONSIBILITIES UNDER THIS MOU [Party B] shall undertake the following activities: [SPECIFY AND EXPLAIN] UNDERSTANDINGS","Memorandum of Understanding","2","https://templates.business-in-a-box.com/imgs/1000px/memorandum-of-understanding-D12548.png","https://templates.business-in-a-box.com/imgs/250px/12548.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12548.xml",{"title":150,"description":6},"memorandum of understanding",[152,153],{"label":18,"url":94},{"label":18,"url":94},"memorandum understanding","/template/memorandum-of-understanding-D12548",{"description":157,"descriptionCustom":6,"label":158,"pages":101,"size":9,"extension":10,"preview":159,"thumb":160,"svgFrame":161,"seoMetadata":162,"parents":164,"keywords":163,"url":167},"TEAMING AGREEMENT This Teaming Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [COMPANY NAME] (the \"Prime Contractor\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Subcontractor\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Prime Contractor and the Subcontractor (hereinafter referred to as \"the Parties\"), wish to establish a Team Agreement in the form of a Prime/Subcontractor relationship whereby [COMPANY NAME] will act as the Prime Contractor on behalf of the team, and [COMPANY NAME] will act as Subcontractor within the team; and WHEREAS, the Parties because of their diverse expertise, have determined that they would benefit from a Team Agreement to respond to the competitive bid solicitation and develop the best technical and management approaches that fully meet government requirements; and WHEREAS, the Prime Contractor intends to submit a proposal to [GOVERNMENT ENTITY], hereinafter referred to as the \"Government,\" in response to a competitive Request for Proposal (RFP) Number [SPECIFY] entitled [SPECIFY], for the establishment of a [SPECIFY] (hereinafter referred to as the \"Program\"); and WHEREAS, the \"Parties\" will work together for the purpose of preparing and submitting a response (\"Proposal\") to the RFP for [ENTER RFP INFORMATION] to be issued by [GOVERNMENT ENTITY] (the \"Customer\") for the purpose of [SPECIFY] (the \"Program\"). NOW, THEREFORE, in consideration of the mutual promises set forth, Prime Contractor and Subcontractor agree as follows: IdeNTIFICATION OF PARTIES It is understood that in proposals submitted for the Solicitation, the Prime Contractor shall, identify the Subcontractor as a team member, and describe the relationship and respective areas of responsibility of the Parties as defined in this Agreement. SCOPE OF AGREEMENT This Teaming Agreement shall relate only to the Solicitation, and nothing herein shall be deemed to: Confer any right or impose any obligation or restriction on either Party with respect to any other program effort or marketing activity at any time undertaken by either Party which does not pertain to the Solicitation; or Preclude either Party from independently soliciting or accepting any prime contract or subcontract not resulting from the Solicitation; or Limit the rights of either Party to independently promote, market, sell, lease, license, or otherwise dispose of its standard products or services apart from the Solicitation. PROPOSAL ACTIVITIES Prime Contractor will prepare and submit the Proposal, which incorporates a supporting contribution from Subcontractor responsive to the requirements of the Solicitation. The Prime Contractor will be the point of contact to the Customer and will own the overall customer relationship and satisfaction. The Prime Contractor shall have sole discretion in regard to pricing the Proposal to the Customer. The Proposal will be prepared by the Prime Contractor who will designate a representative and will act as the leader for the Proposal. The Subcontractor agrees to provide the necessary liaison effort to draft and write the portion of the Proposal that describes the Subcontractor's specific area of responsibility and furnish the Prime Contractor with all the information necessary to submit the most responsive Proposal practicable, in accordance with the schedule set by the Prime Contractor. To the extent required and requested by the Prime Contractor, the Subcontractor will support and participate in reviews, presentations, briefings, or other communications necessary to support the Proposal effort. Subcontractor shall prepare and provide to Prime Contractor a proposal (\"Subcontract Proposal\") for inclusion in the Proposal. Each Party agrees to use its best efforts to cause a Prime Contract to be awarded to the Prime Contractor as a consequence of the Proposal. Subcontractor agrees to provide to the Prime Contractor Proposal, development support as outlined herein and further agrees that it will not support or otherwise participate in the development of a proposal of any other offeror with respect to the Solicitation. Prime Contractor agrees not to use any other Subcontractor for the work. Each Party shall bear all expenses which it incurs in connection with the Proposal and Subcontract Proposal, any negotiations which may follow, and all other efforts under this Teaming Agreement. Neither Party shall have any right to reimbursement or compensation of any kind from the other in connection with this Teaming Agreement and the activities pursued there under. PRIME CONTRACTOR RESPONSIBILITIES The Prime Contractor shall: In a timely manner, furnish to the Subcontractor the Solicitation and any amendments thereto issued by the Government. In a timely manner, keep Subcontractor fully informed of significant events, deadlines, and milestones regarding the Solicitation. Prepare and submit to the Government, all proposals and other submissions required or requested by the Government, Shall identify the Subcontractor as a principal subcontractor to the Prime Contractor and shall make the final determination regarding the form and content of the proposal, including, without limitation: the cost or pricing proposal or information related to prices submitted to the Government, subject only to the limitation that the Prime Contractor shall not reduce the price proposed by the Subcontractor for the Subcontractor's proposed contract work without the prior approval of the Subcontractor; and the content of the technical, business management, or other proposals submitted to the Government. Maintain responsibility for all contacts and communications with the Government and for all decisions relating to the competitive response to the Solicitation, provided however, that the Prime Contractor shall not unreasonably exclude the Subcontractor from participating in Government communications regarding the Solicitation. Upon award to the Prime Contractor of any contract resulting from the Solicitation, it must award to the Subcontractor a subcontract for the performance of such share of the contract work as is called for under this Teaming Agreement, provided however share of the contract work as is called for under this Teaming Agreement, provided however: that such proposed subcontract shall be subject to the approval of the Government; that such proposed subcontract shall be negotiated in good faith by the Parties and shall incorporate the terms of this Teaming Agreement by reference; that such proposed subcontract shall include all clauses required by law, regulation; that such proposed subcontract shall not include any provision authorizing the termination in whole or in part of the contract work to be performed by the Subcontractor; The Prime Contractor expressly warrants, covenants and agrees that all of its officers, employees, representatives, agents and consultants who personally and substantially participate in the bidding process are aware of the requirements of the federal Procurement Integrity Act, 41 U.S.C. § 423, and that they must immediately report any information regarding a possible violation or violation of that Act. SUBCONTRACTOR RESPONSIBILITIES The subcontractor must: In a timely manner, respond to all prime contractor requests for all data and information, including, but not limited to, proprietary information and any other specifications, designs, process information, cost or price information, or price information required by the prime contractor to obtain the contract proposed in the bid solicitation.","Teaming Agreement","https://templates.business-in-a-box.com/imgs/1000px/teaming-agreement-D12705.png","https://templates.business-in-a-box.com/imgs/250px/12705.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12705.xml",{"title":163,"description":6},"teaming agreement",[165,166],{"label":18,"url":94},{"label":18,"url":94},"/template/teaming-agreement-D12705",false,{"seo":170,"reviewer":182,"legal_disclaimer":186,"quick_facts":187,"at_a_glance":189,"personas":193,"variants":218,"glossary":243,"clauses":279,"how_to_fill":330,"common_mistakes":371,"faqs":396,"industries":424,"comparisons":449,"diy_vs_lawyer":462,"jurisdictions":475,"related_template_ids_curated":496,"schema":505,"classification":506},{"meta_title":171,"meta_description":172,"primary_keyword":173,"secondary_keywords":174},"Consortium Agreement Template (Free Word)","Free consortium agreement template for multi-party joint bids, research projects, and infrastructure builds. Used in 190+ countries. Free Word and PDF download.","consortium agreement template",[15,175,176,177,178,179,180,181],"consortium agreement template word","joint venture consortium agreement","research consortium agreement","multi-party agreement template","consortium agreement free download","consortium agreement sample","joint bid agreement template",{"name":183,"credential":184,"reviewed_date":185},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":188,"legal_review_recommended":186,"signature_required":186,"notarization_required":168},"advanced",{"what_it_is":190,"when_you_need_it":191,"whats_inside":192},"A Consortium Agreement is a legally binding multi-party contract among two or more independent organizations that agree to collaborate toward a shared, defined objective — a joint bid for a government contract, a collaborative research project, or a shared infrastructure build — without forming a separate legal entity. This free Word download covers governance structure, member contributions, IP ownership, decision-making, exclusivity, liability allocation, and exit mechanisms in a single document you can edit online and export as PDF for execution by all parties.\n","Use it before submitting a joint bid, beginning collaborative research, or pooling resources with partner organizations for any project where roles, contributions, and IP rights need to be formally established before work begins. It is also the appropriate instrument when parties want the benefits of cooperation without the tax and regulatory obligations of a formal joint venture entity.\n","Consortium purpose and term, member roles and financial contributions, governance and voting structure, lead member authority, IP ownership and licensing, confidentiality, exclusivity, liability cap and indemnification, member withdrawal and termination, and governing law. A Schedule of Contributions and a Schedule of Deliverables are included as appendices.\n",[194,198,202,206,210,214],{"title":195,"use_case":196,"icon_asset_id":197},"Government contractors","Forming a compliant consortium to respond to a multi-discipline RFP or tender","persona-contractor",{"title":199,"use_case":200,"icon_asset_id":201},"University research offices","Documenting IP ownership and funding allocation across academic and industry partners","persona-academic-researcher",{"title":203,"use_case":204,"icon_asset_id":205},"Construction and infrastructure firms","Pooling bonding capacity and specialist subcontractors for a large capital project","persona-construction-firm",{"title":207,"use_case":208,"icon_asset_id":209},"Technology companies","Establishing standards-body or interoperability consortium with competitor firms","persona-startup-founder",{"title":211,"use_case":212,"icon_asset_id":213},"Nonprofit and NGO networks","Coordinating multi-organization grant applications and program delivery responsibilities","persona-nonprofit-exec",{"title":215,"use_case":216,"icon_asset_id":217},"Professional services firms","Joining forces on an international advisory mandate requiring local-market partners","persona-professional-services",[219,223,226,229,233,237,240],{"situation":220,"recommended_template":221,"slug":222},"Two companies bidding jointly on a single government contract","Consortium Agreement (Joint Bid)","consortium-agreement-D12866",{"situation":224,"recommended_template":225,"slug":222},"Multiple universities and companies sharing research funding and IP","Research Consortium Agreement",{"situation":227,"recommended_template":85,"slug":228},"Two companies forming a lasting combined entity rather than a project-based group","joint-venture-agreement-D889",{"situation":230,"recommended_template":231,"slug":232},"One company subcontracting portions of work to another after winning a bid","Subcontractor Agreement","subcontract-agreement-D172",{"situation":234,"recommended_template":235,"slug":236},"Partners sharing technology development costs and resulting IP","Technology Collaboration Agreement","technology-assignment-agreement-D765",{"situation":238,"recommended_template":128,"slug":239},"Multiple parties sharing confidential information before agreeing on full terms","mutual-non-disclosure-agreement-D955",{"situation":241,"recommended_template":100,"slug":242},"Consortium members needing to define equity stakes and profit distribution","partnership-agreement-D12551",[244,247,250,253,256,259,262,265,268,271,274,277],{"term":245,"definition":246},"Consortium","A temporary association of two or more independent organizations that collaborate on a specific project or purpose without forming a new legal entity.",{"term":248,"definition":249},"Lead Member","The designated consortium party responsible for external communications, contract execution with the client, and day-to-day coordination on behalf of the group.",{"term":251,"definition":252},"Consortium Purpose","The specific, defined objective for which the consortium is formed — typically a named project, bid reference, or research program — beyond which the agreement does not apply.",{"term":254,"definition":255},"Background IP","Intellectual property owned by a member before the consortium was formed, which may be licensed to the consortium for the project but is not transferred to other members.",{"term":257,"definition":258},"Foreground IP","New intellectual property created during and as a result of the consortium's joint activities, whose ownership must be explicitly allocated among members.",{"term":260,"definition":261},"Decision-Making Threshold","The voting rule — simple majority, supermajority, or unanimity — required for the consortium to take binding decisions on specific categories of matters.",{"term":263,"definition":264},"Consortium Committee","The governing body composed of representatives from each member organization that oversees project delivery, approves budgets, and resolves disputes.",{"term":266,"definition":267},"Exclusivity Clause","A restriction preventing a member from participating in a competing bid, project, or consortium for the same opportunity during a defined period.",{"term":269,"definition":270},"Several Liability","A liability structure in which each member is responsible only for its own obligations and share of costs — not the obligations of other members.",{"term":272,"definition":273},"Joint and Several Liability","A liability structure in which each member can be held fully responsible for the entire group's obligations, regardless of individual fault or contribution.",{"term":275,"definition":276},"Withdrawal Event","A defined circumstance — insolvency, material breach, change of control — that triggers a member's forced or voluntary exit from the consortium.",{"term":158,"definition":278},"A lightweight pre-bid document that establishes basic roles and exclusivity while a full consortium agreement is being negotiated — often superseded by the consortium agreement upon award.",[280,285,290,295,300,305,310,315,320,325],{"name":281,"plain_english":282,"sample_language":283,"common_mistake":284},"Consortium purpose and term","Defines exactly what the consortium exists to do — the named opportunity, project, or program — and the period during which the agreement is in force.","The Members agree to form a consortium for the sole purpose of [DESCRIBE PROJECT / BID REFERENCE / PROGRAM NAME] ('the Project'). This Agreement commences on [START DATE] and terminates on [END DATE] or upon earlier completion or abandonment of the Project, unless extended by unanimous written agreement.","Defining the purpose too broadly — e.g., 'technology services' rather than a named tender. A vague purpose clause can make the agreement apply to future opportunities neither party intended to share, triggering exclusivity disputes.",{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Member roles and contributions","Lists each member, their designated role in the consortium, and their specific financial, resource, or service contributions — cross-referenced to a Schedule of Contributions.","[MEMBER A] shall serve as Lead Member and shall contribute [DESCRIPTION OF CONTRIBUTION / $ AMOUNT]. [MEMBER B] shall serve as [ROLE] and shall contribute [DESCRIPTION OF CONTRIBUTION / $ AMOUNT]. Full details are set out in Schedule A (Schedule of Contributions).","Leaving contributions described only in general terms in the body and promising a schedule that is never attached. Courts treat missing schedules as omitted terms, making contribution obligations unenforceable.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Lead member authority","Grants the lead member specific powers to act on behalf of the consortium — signing the prime contract, issuing invoices, and managing client communications — while limiting those powers to consortium-approved decisions.","[LEAD MEMBER NAME] is authorized to execute the prime contract with [CLIENT NAME] on behalf of the Consortium, issue invoices, receive payments, and communicate with the Client on day-to-day project matters. [LEAD MEMBER NAME] may not amend the prime contract scope or price without prior written approval of the Consortium Committee.","Granting the lead member unlimited authority to bind the consortium. This exposes passive members to obligations they did not approve — including scope changes, penalty clauses, and liability extensions.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Governance and decision-making","Establishes a Consortium Committee with one representative per member, defines meeting frequency, sets the voting thresholds for different categories of decisions, and provides a tie-breaking mechanism.","The Consortium Committee shall meet [monthly / at least quarterly] and make ordinary decisions by [simple majority / weighted vote per Schedule B]. The following decisions require unanimous consent: amendment of this Agreement, admission of new members, commitment of funds exceeding $[AMOUNT], and settlement of third-party claims.","Requiring unanimity for all decisions. With three or more members, a unanimity requirement for routine matters creates deadlock and delays project delivery. Reserve unanimity for fundamental changes only.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Financial management and cost sharing","Sets out how consortium revenues are received and distributed, how shared costs are allocated across members, and the process for approving consortium expenditures.","Revenues received from [CLIENT] shall be distributed to each Member in proportion to their Contribution Percentage as set out in Schedule A within [10] business days of receipt. Shared consortium costs shall be borne by Members in the same proportions and invoiced monthly with [30]-day payment terms.","Distributing revenue before deducting shared costs. Without a clear order of operations — deduct shared costs, then distribute — disagreements arise about whether distributions are net or gross, creating cash-flow disputes mid-project.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Intellectual property ownership and licensing","Distinguishes background IP (each member's pre-existing IP, which remains theirs) from foreground IP (jointly created IP), allocates ownership of foreground IP, and grants each member any licenses needed to perform the project.","Each Member retains all rights in its Background IP. Background IP is licensed to the other Members on a non-exclusive, royalty-free basis solely for the purposes of the Project. Foreground IP shall be owned [jointly by all Members in proportion to contribution / solely by [MEMBER] as set out in Schedule C]. Each Member is hereby granted a [non-exclusive / exclusive] license to use Foreground IP for [PURPOSE].","Defaulting to joint ownership of foreground IP without specifying each owner's exploitation rights. In most jurisdictions, joint IP owners can each exploit the IP independently — meaning a competitor member could commercialize jointly developed technology without sharing revenue.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Confidentiality","Requires members to keep confidential information shared within the consortium — technical data, pricing, client communications — and restricts use to consortium purposes only.","Each Member shall keep confidential all Confidential Information received from other Members and shall use it solely for the purposes of this Agreement. 'Confidential Information' means all non-public technical, commercial, and financial information disclosed in connection with the Project. This obligation survives termination of this Agreement for [3] years.","Using identical confidentiality language for a consortium agreement and a bilateral NDA. Consortium confidentiality must account for multi-directional disclosure — each member is simultaneously a discloser and a recipient — and must specify whether members can share information with their own subcontractors.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Exclusivity","Prevents members from participating in a competing bid or consortium for the same opportunity during the agreement's term, protecting the consortium's ability to present a unified offering.","During the term of this Agreement, no Member shall, directly or indirectly, participate in, support, or submit a competing bid or proposal for [DESCRIBE OPPORTUNITY / BID REFERENCE] without the prior written consent of all other Members.","Applying the exclusivity clause only to the primary bid without covering substantially similar opportunities. A member who bids independently on a closely related contract — or joins a competitor's consortium for a related lot — may not technically breach a narrowly worded clause.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Liability allocation and indemnification","Specifies whether members have joint-and-several or several liability to the client and to each other, caps each member's maximum exposure, and requires each member to indemnify the others for losses arising from their own default.","As between Members, liability is several and not joint. Each Member's aggregate liability to the other Members under this Agreement shall not exceed [its Contribution Percentage × the total contract value]. Each Member ('Indemnifying Party') shall indemnify and hold harmless the other Members from any loss, claim, or expense arising from the Indemnifying Party's breach of this Agreement or negligent acts.","Failing to specify several versus joint-and-several liability between members. If the prime contract with the client imposes joint and several liability on the consortium, members may assume their internal agreement does the same — leaving a defaulting member's shortfall to be absorbed by solvent partners.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Withdrawal, termination, and wind-down","Defines the circumstances under which a member may voluntarily withdraw or be expelled, the consequences for project obligations, IP rights, and cost recovery, and the process for winding down the consortium at the end of the project.","A Member may withdraw voluntarily on [60] days' written notice, subject to completing its outstanding obligations. The Consortium Committee may expel a Member for material breach unremedied after [30] days' written notice, insolvency, or Change of Control. On withdrawal or expulsion, the exiting Member's license to Foreground IP terminates and its Contribution Percentage is reallocated [pro rata among remaining Members / as agreed by the Consortium Committee]. On termination of this Agreement, Members shall cooperate to complete any surviving client obligations and settle shared costs within [90] days.","No exit clause at all, or an exit clause that only covers voluntary withdrawal. Forced-exit triggers — insolvency, change of control, or acquisition by a competitor — are the scenarios most likely to destabilize an active consortium and must be addressed explicitly.",[331,336,341,346,351,356,361,366],{"step":332,"title":333,"description":334,"tip":335},1,"Identify all consortium members and assign roles","List every participating organization by its full legal entity name, jurisdiction of incorporation, and registered address. Designate the lead member and confirm that designation in writing before completing any other section.","Confirm that each entity name matches its government registry filing exactly — a mismatch between the agreement name and the registered name can complicate enforcement and delay contract award by the client.",{"step":337,"title":338,"description":339,"tip":340},2,"Define the consortium purpose with precision","Name the specific opportunity, bid reference number, research program, or infrastructure project. Do not use general descriptions. Attach the relevant RFP or project brief as an exhibit if one exists.","Narrow purpose language protects each member from being bound to share future opportunities. If the parties intend ongoing collaboration, use a framework agreement rather than a single-purpose consortium agreement.",{"step":342,"title":343,"description":344,"tip":345},3,"Complete Schedule A — contributions and percentages","List each member's specific contribution: cash, in-kind resources, staff hours, equipment, or IP licenses. Assign each member a Contribution Percentage that will govern cost sharing and revenue distribution throughout the project.","Tie contribution percentages to objective metrics where possible — e.g., percentage of total project labor hours or contract value delivered — rather than negotiated round numbers. This makes reallocation calculations straightforward if a member exits.",{"step":347,"title":348,"description":349,"tip":350},4,"Set the governance and voting thresholds","Configure the Consortium Committee composition, meeting cadence, and voting rules. Identify the categories of decision that require unanimity versus simple majority versus weighted vote, and document them in a table for clarity.","Test every governance scenario you can imagine — what happens if two of three members vote to extend the timeline and one dissents? — before finalizing the thresholds. Edge cases are far cheaper to resolve at drafting stage than mid-project.",{"step":352,"title":353,"description":354,"tip":355},5,"Allocate background IP and foreground IP","List each member's background IP that will be used in the project and confirm the license terms. Then decide foreground IP ownership — joint, proportional, or assigned to one member — and document any commercialization rights or revenue-sharing provisions.","If the client contract requires the client to own all project IP, address this in the consortium agreement before signing. Members may need to agree in advance to assign foreground IP to the client as a condition of award.",{"step":357,"title":358,"description":359,"tip":360},6,"Configure the liability and indemnification caps","Decide whether internal liability between members is several or joint-and-several. Set an aggregate liability cap for each member — typically expressed as a multiple of that member's contribution or share of contract value. Draft the indemnification obligation so it mirrors the risk each member actually controls.","Review the prime contract with the client first. If the client contract imposes joint and several liability on the consortium as a whole, the internal agreement should include a clear mechanism for the solvent members to recover from a defaulting member.",{"step":362,"title":363,"description":364,"tip":365},7,"Draft the exclusivity and non-compete terms","Specify the exact opportunity covered by the exclusivity clause, the duration (typically the bid period plus 6–12 months post-award), and whether the restriction covers related lots or substantially similar procurements.","Exclusivity that extends beyond contract award is often resisted by members with competing business lines. Limit post-award exclusivity to the specific scope of the consortium's work rather than the broader market.",{"step":367,"title":368,"description":369,"tip":370},8,"Execute before submitting the bid or beginning the project","Circulate the final agreement for signature by authorized signatories of each member before any external submission or commencement of shared work. Store a fully executed copy with all signatures and schedules attached.","Many government clients require a signed consortium agreement or teaming declaration as part of the bid submission. Confirm the client's format and timing requirements and use Business in a Box eSign to timestamp execution ahead of the deadline.",[372,376,380,384,388,392],{"mistake":373,"why_it_matters":374,"fix":375},"Vague consortium purpose language","An agreement that covers 'technology services generally' rather than a named bid can unexpectedly bind members to share future opportunities and trigger exclusivity disputes on unrelated contracts.","Name the specific opportunity, tender reference, or project in the purpose clause. Use a separate agreement for each distinct project, or draft a framework agreement if ongoing collaboration is intended.",{"mistake":377,"why_it_matters":378,"fix":379},"Missing or unsigned Schedule of Contributions","Without a signed schedule specifying each member's contributions and percentages, cost-sharing and revenue-distribution obligations are unenforceable and disputes default to each party's self-serving recollection.","Complete and attach Schedule A before execution. Have all members initial the schedule separately at signing to confirm it was reviewed and agreed as part of the overall agreement.",{"mistake":381,"why_it_matters":382,"fix":383},"Defaulting to joint IP ownership without specifying exploitation rights","In most common-law jurisdictions, joint IP owners may independently exploit the IP without accounting to co-owners. A competitor member could commercialize jointly developed technology or license it to third parties without sharing revenue.","Explicitly state each member's rights to exploit foreground IP — including whether commercialization requires consent of co-owners — or assign ownership to a single designated member with licensing back to the others.",{"mistake":385,"why_it_matters":386,"fix":387},"Requiring unanimity for all consortium decisions","With three or more members, requiring unanimous consent for routine matters creates deadlock that stalls project delivery, frustrates the client, and may trigger breach of the prime contract.","Reserve unanimity for fundamental decisions (amending the agreement, admitting new members, committing funds above a defined threshold). Use simple majority or weighted vote for operational decisions.",{"mistake":389,"why_it_matters":390,"fix":391},"No forced-exit trigger for insolvency or change of control","A member that becomes insolvent or is acquired by a competitor can remain in the consortium indefinitely, sharing confidential information and blocking decisions, if the agreement only covers voluntary withdrawal.","Include explicit forced-exit triggers: insolvency, appointment of a receiver, acquisition by a named competitor category, or loss of required licenses. Define the IP and cost consequences of forced exit separately from voluntary withdrawal.",{"mistake":393,"why_it_matters":394,"fix":395},"Signing after the bid submission deadline","Government and institutional clients typically require a signed consortium agreement or teaming declaration as part of the bid package. A post-submission signature may disqualify the entire bid and expose the lead member to client claims.","Build in a signing deadline at least 48 hours before bid submission. Use electronic signature tools to eliminate courier delays when members are in different cities or countries.",[397,400,403,406,409,412,415,418,421],{"question":398,"answer":399},"What is a consortium agreement?","A consortium agreement is a legally binding contract among two or more independent organizations that agree to collaborate on a specific project or bid without forming a separate legal entity. It governs each member's roles, financial contributions, governance rights, IP ownership, confidentiality obligations, and exit rights for the duration of the shared objective. Unlike a joint venture, a consortium typically dissolves when the project or bid cycle ends.\n",{"question":401,"answer":402},"What is the difference between a consortium and a joint venture?","A joint venture typically involves creating a new legal entity — a company or partnership — owned by the founding parties. A consortium keeps each member as an independent organization and does not create a new entity. Consortiums are common for single projects, joint bids, or research programs where the parties want to collaborate without the tax, regulatory, and administrative overhead of a new company. If the relationship is intended to be permanent or involves shared equity, a joint venture agreement is usually more appropriate.\n",{"question":404,"answer":405},"Do consortium members have joint and several liability?","This depends entirely on the terms of both the consortium agreement and the prime contract with the client. Many government contracts impose joint and several liability on consortium members externally, meaning the client can pursue any one member for the full value of a claim regardless of individual fault. Internally, the consortium agreement can allocate liability on a several basis — each member bears only its own share — and include indemnification obligations so the defaulting member reimburses solvent partners who are forced to cover its shortfall.\n",{"question":407,"answer":408},"Who should be the lead member of a consortium?","The lead member is typically the organization with the largest contribution, the strongest relationship with the client, or the relevant prime contractor license required by the procurement. The lead member signs the prime contract on behalf of the group, issues invoices, and manages day-to-day client communications. Because the role carries greater administrative responsibility and potential liability exposure, the consortium agreement should clearly define the limits of the lead member's authority to bind the other members.\n",{"question":410,"answer":411},"How should foreground IP be owned in a consortium?","The most common structures are: (1) joint ownership with explicit commercialization restrictions requiring co-owner consent; (2) ownership by the member who created the IP, with a license-back to the others for defined purposes; or (3) assignment to a single designated member with defined royalty or revenue-sharing terms. In research consortiums funded by government grants, the funder may mandate specific IP ownership arrangements. Defaulting to unqualified joint ownership is the riskiest option because each co-owner may independently exploit the IP without accounting to the others in most jurisdictions.\n",{"question":413,"answer":414},"Does a consortium agreement need to be signed before submitting a bid?","In most government and institutional procurements, yes — the solicitation documents typically require either a signed consortium agreement or a signed teaming declaration as part of the bid package. A missing or unsigned agreement is grounds for disqualification in many jurisdictions. Even where the client does not require it, executing the agreement before bid submission protects each member by establishing agreed terms before the stakes are highest.\n",{"question":416,"answer":417},"Can a member leave a consortium mid-project?","A member can withdraw if the consortium agreement contains a withdrawal clause specifying the required notice period, the obligations that survive exit (typically completing work-in-progress and maintaining confidentiality), and the consequences for IP rights and cost recovery. Without a withdrawal clause, a member who leaves may be in breach of contract. Forced-exit triggers — insolvency, acquisition by a competitor, or loss of a required license — should also be addressed separately from voluntary withdrawal.\n",{"question":419,"answer":420},"Is a consortium agreement legally binding?","Yes, a properly executed consortium agreement is generally enforceable as a binding contract in most jurisdictions, provided it meets the standard requirements: offer and acceptance, consideration (typically each member's contribution), and intention to create legal relations. Courts in the US, Canada, the UK, and the EU have consistently enforced consortium agreements as commercial contracts. Clarity of terms — particularly on contributions, governance, and IP — significantly affects how quickly and cheaply disputes can be resolved.\n",{"question":422,"answer":423},"What happens to the consortium if the bid is unsuccessful?","Unless the agreement provides otherwise, an unsuccessful bid typically triggers termination of the consortium agreement, with each member retaining its own background IP and the parties settling any shared pre-bid costs. Some agreements include a re-bid clause allowing members to extend the agreement if the opportunity is re-tendered within a defined period. Post-termination confidentiality obligations and any exclusivity restrictions on re-bidding independently should be explicitly addressed in a termination consequences clause.\n",[425,429,433,437,441,445],{"industry":426,"icon_asset_id":427,"specifics":428},"Government contracting and defence","industry-government","Compliance with procurement rules requiring subcontracting plans, security clearance sharing protocols, and mandatory flow-down clauses from the prime contract are standard consortium agreement additions.",{"industry":430,"icon_asset_id":431,"specifics":432},"Construction and infrastructure","industry-construction","Bonding and insurance contributions, performance security arrangements, and lien waiver coordination among member firms require specific financial provisions beyond a standard consortium template.",{"industry":434,"icon_asset_id":435,"specifics":436},"Academic and research institutions","industry-academic","Grant funder IP requirements, publication rights, student and postdoctoral researcher ownership carve-outs, and data-sharing protocols make research consortium agreements significantly more complex than commercial ones.",{"industry":438,"icon_asset_id":439,"specifics":440},"Technology and standards bodies","industry-saas","FRAND licensing commitments, patent pool arrangements, and antitrust compliance obligations are central to technology standards consortium agreements and require specialist legal review.",{"industry":442,"icon_asset_id":443,"specifics":444},"Professional services and consulting","industry-professional-services","Client conflict checks across member firms, fee-sharing arrangements, and professional indemnity insurance coordination are the primary operational issues in professional-services consortiums.",{"industry":446,"icon_asset_id":447,"specifics":448},"Energy and utilities","industry-energy","Regulatory approval requirements, environmental liability allocation, and long-term offtake or cost-sharing arrangements frequently extend consortium agreements well beyond standard project timelines.",[450,453,456,459],{"vs":85,"vs_template_id":451,"summary":452},"joint-venture-agreement-D162","A joint venture agreement creates a new legal entity — a company or partnership — owned by the founding parties, which takes on its own contractual obligations, employs staff, and files its own taxes. A consortium agreement leaves each member as an independent organization with no new entity. Choose a joint venture when the collaboration is intended to be permanent, involves shared equity, or requires a single contracting entity with its own credit and regulatory standing.",{"vs":100,"vs_template_id":454,"summary":455},"partnership-agreement-D164","A partnership agreement creates an ongoing profit-and-loss sharing relationship among parties, typically with unlimited personal liability in a general partnership. A consortium agreement is project-specific, does not create a new business entity, and can be structured to limit each member's liability to its own contributions. Consortiums are the preferred structure when parties want defined, time-limited collaboration without long-term profit sharing or shared ownership.",{"vs":231,"vs_template_id":457,"summary":458},"subcontractor-agreement-D13042","A subcontractor agreement is bilateral — one party engages another to perform a defined scope of work under a prime contract. A consortium agreement is multi-party and positions all members as co-principals bidding or delivering together. If one organization is clearly the prime and others are simply delivering work packages under its direction, a subcontractor agreement is more appropriate than a consortium structure.",{"vs":128,"vs_template_id":460,"summary":461},"mutual-non-disclosure-agreement-D13568","A mutual NDA covers only the confidentiality of information shared between parties during early-stage discussions. It creates no obligation to collaborate, contribute, or share IP. A consortium agreement includes confidentiality but also governs governance, contributions, IP, exclusivity, liability, and exit. An NDA is typically signed first, before the parties commit to forming the consortium, and is then superseded by the consortium agreement upon execution.",{"use_template":463,"template_plus_review":467,"custom_drafted":471},{"best_for":464,"cost":465,"time":466},"Two or three organizations forming a consortium for a single, well-defined bid or project with straightforward contributions and no novel IP","Free","1–3 hours to complete",{"best_for":468,"cost":469,"time":470},"Consortiums with three or more members, significant foreground IP, government procurement requirements, or cross-border membership","$800–$2,500 for a commercial lawyer review","3–7 days",{"best_for":472,"cost":473,"time":474},"Large infrastructure projects, defence contracts, technology standards bodies, or research consortiums with grant-funder IP mandates","$5,000–$20,000+","2–6 weeks",[476,481,486,491],{"code":477,"name":478,"flag_asset_id":479,"note":480},"us","United States","flag-us","US consortiums bidding on federal contracts must comply with FAR teaming and subcontracting requirements, including small-business subcontracting plans. Antitrust exposure is a significant concern for technology standards consortiums — DOJ and FTC scrutiny applies to agreements that restrict competition, set prices, or allocate markets. IP ownership of federally funded research may be subject to the Bayh-Dole Act, which grants universities and small businesses the right to retain title to inventions developed with federal funding.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"ca","Canada","flag-ca","Canadian consortium agreements should specify whether Ontario, British Columbia, or Quebec law governs, as provincial differences in contract interpretation and IP law are material. Quebec requires that agreements with a Quebec-based member be available in French for provincially regulated activities. Federal procurement consortiums must comply with the Canadian Free Trade Agreement and, for defence, Public Services and Procurement Canada teaming policies. Research consortiums receiving NSERC or SSHRC funding are subject to tri-agency IP and publication rules.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"uk","United Kingdom","flag-uk","UK consortium agreements must be reviewed for competition law compliance under the Competition Act 1998, particularly information-sharing provisions that could constitute concerted practice. Government procurement consortiums are subject to the Procurement Act 2023 and the associated transparency and integrity requirements. IP created in UK-funded research programs may be subject to UK Research and Innovation grant conditions that restrict member commercialization rights.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"eu","European Union","flag-eu","EU consortium agreements — particularly those involving research funding under Horizon Europe — must comply with the model grant agreement's IP, access rights, and exploitation obligations. GDPR applies to any personal data shared among consortium members, including staff and subcontractor data, requiring a data-sharing annex or inter-controller agreement. Horizontal cooperation agreements must be reviewed for compatibility with Article 101 TFEU, which prohibits anticompetitive agreements between competing undertakings.",[228,242,232,239,497,498,499,500,501,502,503,504],"memorandum-of-understanding-D12548","teaming-agreement-D12705","service-agreement-D12711","independent-contractor-agreement-D160","letter-of-intent_acquisition-of-business-D5197","intellectual-property-assignment-D5229","general-non-compete-agreement-D882","joint-development-agreement-standard-D887",{"emit_how_to":186,"emit_defined_term":186},{"primary_folder":94,"secondary_folder":507,"document_type":508,"industry":509,"business_stage":510,"tags":511,"confidence":517},"partnerships-and-joint-ventures","agreement","general","all-stages",[512,513,514,515,516],"partnership","governance","consortium-agreement","multi-party-contract","collaboration",0.95,"\u003Ch2>What is a Consortium Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Consortium Agreement\u003C/strong> is a legally binding multi-party contract among two or more independent organizations that agree to collaborate toward a specific, defined objective — a joint government bid, a collaborative research program, or a shared infrastructure project — without creating a new legal entity. Each member retains its own corporate identity, assets, and liabilities while the agreement governs how the group makes decisions, allocates contributions, owns intellectual property, manages revenues and costs, and handles the exit of a member or the wind-down of the project. Because no new entity is formed, a consortium is structurally lighter than a joint venture while still creating enforceable obligations among all parties.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed consortium agreement, every assumption about who contributes what, who owns jointly created IP, and who is liable if the project fails is an unwritten expectation waiting to become a dispute. A handshake consortium that wins a government contract can fracture immediately over cost overruns, scope changes, or a member's insolvency — leaving the lead member holding full liability and no legal remedy against its partners. Clients and funders increasingly require a signed consortium agreement as a condition of bid submission, meaning an absent document can disqualify the group before a single deliverable is produced. This template gives you a complete, enforceable framework covering governance, contributions, IP allocation, liability caps, exclusivity, and exit — so that the collaboration your consortium is built on is protected by more than goodwill.\u003C/p>\n",1781185950420]