Guidance Notes to accompany Consortium Agreement template
These notes are an aid to interpreting the provisions of the form of Consortium
Agreement prepared for the Legal-IST project.
The form of Consortium Agreement is intended to act as a guide to the relevant legal
issues and how they can be dealt with in an Agreement for use by SME clusters.
Those areas where a date, figure or other text need to be inserted are in italics. Also in
italics is a suggested figure, e.g. for percentage voting rights, which may be substituted
for an alternative figure.
PARTIES AND RECITALS
The Agreement should be dated when it is signed.
The Agreement makes provision for the SMEs and their addresses to be set out in
Schedule A. This is because it is envisaged that there will be Members joining and
leaving on a reasonably regular basis; therefore this structure is more flexible in terms of
amending the Agreement. It may be that not for profit companies are also interested in
furthering the objectives of the Consortium. They can become Members like any other
Member, by agreement with the other cluster Members and by payment of the
The section headed "Whereas" is known as the recitals to the Agreement. The recitals
set out the background to the Agreement and why the parties are entering into it.
Recitals do not contain obligations or rights. They should be used to set out the parties’
intentions and in this way they can be used as an aid to construction of the Agreement
and adapted where necessary.
Any term that is capitalised in the Agreement is defined in this section.
It is also made clear that any references are to this Agreement and that headings
are for convenience only.
The objectives of the Consortium may be different from those set out here.
However, the objectives of sharing information, networking and working
together on projects which they would not ordinarily be able to win on their