CONSORTIUM AGREEMENT
THIS CONSORTIUM AGREEMENT is based upon the Guidelines for applicants of the Lithuanian-Swiss cooperation programme ”Research and development“(hereinafter referred to as ‘the Guidelines’) and the Project [INSERT PROJECT NAME] Grant Agreement, signed on [insert date] (hereinafter referred to as ‘the RCL-GA’),
and is made on [insert date] (hereinafter referred to as ‘ the Effective Date’).
BETWEEN:
[INSERT NAME OF PARTY A], whose registered office is at [insert address] and that has signed the RCL-GA, hereinafter referred to as ‘the Leading Party’
[INSERT NAME OF PARTY B], whose registered office is at [insert address], hereinafter referred to as ‘name / abbreviation Party B’
[INSERT NAME OF PARTY C], whose registered office is at [insert address], hereinafter referred to as ‘name / abbreviation Party C’
…
hereinafter referred to as ‘the Party’individually and as ‘the Parties’ collectively
related to the project entitled [INSERT PROJECT NAME], hereinafter referred to as ‘the Project’
WHEREAS:
The Parties, having considerable experience in the field concerned, have submitted a proposal for the Project to the Research Council of Lithuania (hereinafter referred to as ‘the RCL’) as a part of the Lithuanian-Swiss Cooperation Programme to reduce economic and social disparities within the enlarged European Union and the Leading Party has received funding under the provisions of the RCL-GA.
The Parties seek to specify or to establish more binding commitments additional to the provisions of the RCL-GA among themselves.
IT IS HEREBY AGREED AS FOLLOWS:
Section 1: Definitions
The words beginning with a capital letter shall have the meaning defined either herein or in the Guidelines or in the RCL-GA including its Annexes without the need to replicate the terms said herein.
1.1. Additional Definitions
“Consortium Plan”
The Consortium Plan shall mean the description of the work and the related agreed Consortium Budget including the payment schedule.
“Consortium Budget”
The Consortium Budget shall mean the allocation of all the resources in cash or in kind for the activities as defined in Annex I of the RCL-GA and in the Consortium Plan thereafter.
"Background"
Background means information which is held by the Parties prior to their accession to this agreement, as well as copyrights or other intellectual property rights pertaining to such information, the application for which has been filed before their accession to this agreement, and which is needed for carrying out the Project or for using foreground.
"Foreground"
Foreground means the results, including information, whether or not they can be protected, which are generated under the Project. Such results include rights related to copyright; design rights; patent rights; plant variety rights; or similar forms of protection.
Section 2: Purpose
The purpose of this Consortium Agreement is to specify the relationship among the Parties with respect to their duties and responsibilities in the Project under the RCL-GA, in particular concerning the organization of the work among the Parties, the management of the Project and the rights and obligations of the Parties concerning inter alia liability, Access Rights and dispute resolution.
Section 3: Entry into force, duration and termination
3.1. Entry into force
An entity shall become a Party of this Consortium Agreement upon the signature in this Consortium Agreement by a duly authorized representative.
This Consortium Agreement shall have effect from the Effective Date identified at the beginning of this Consortium Agreement.
3.2. Duration and termination
This Consortium Agreement shall continue in full force and effect until the complete fulfillment of all obligations undertaken by the Parties under the RCL-GA and under this Consortium Agreement.
If the RCL terminates the RCL-GA, this Consortium Agreement shall be automatically terminated with immediate effect in respect of the affected Party (-ies), subject to the provisions which are valid till the expiration or termination of this Consortium Agreement under article 3.3.
The Council may start the procedure for the termination of the RCL-GA if the same payment claim has been rejected three (3) times in total or if the annual report has not been approved by the Joint Selection Committee or under the circumstances of this Consortium Agreement set in articles 4.3 and 4.6.
3.3. Expiry of rights and obligations
The provisions related to Access Rights and Confidentiality, for the time period mentioned therein, as well as for Liability, Applicable Law and Settlement of disputes shall be valid till the expiration or termination of this Consortium Agreement.
Section 4: Liability towards each other
4.1. No warranties
-A Party shall be in all cases entirely and solely liable for the use to which it puts information and materials, and
-No Party granting Access Rights shall be liable in case of infringement of proprietary rights of a third party resulting from any other Party exercising its Access Rights.
4.2. Limitations of contractual liability
No Party shall be responsible to any other Party for any indirect or consequential loss or similar damage, provided that such damage was not caused by gross negligence or a willful act or by a breach of confidentiality.
A Party‘s aggregate liability towards another Party or other Parties collectively shall be limited to the Party‘s share of the total costs of the Project as identified in Annex I of the RCL-GA provided such damage was not caused by a willful act or gross negligence.
The terms of this Consortium Agreement shall not be construed to amend or limit a Party‘s non-contractual liability.
4.3. Breach
If the RCL identifies that a Party breaches its obligations under this Consortium Agreement or the RCL-GA (e.g. a Party not fulfilling its contractual obligations or tasks), the RCL will give a written notice to the Leading Party requiring that such breach be remedied within the period indicated in the written notice.
If such breach is substantial and it cannot be remedied within that period, the RCL may decide to declare such Party to be a Defaulting Party and to decide on the consequences thereof which may include the termination of its participation. If there are only two (2) Parties in the whole Project, the termination of a Defaulting Party participation may cause the termination of the RCL-GA itself.
4.4. Involvement of third parties
Any kind of involvement of a third party in the Project must be accepted by the other Party or Parties in advance. Finally, the RCL shall approve of such involvement.
A Party allowed to enter into a subcontract or otherwise allowed to involve a third party in the Project remains solely responsible for carrying out its relevant part of the Project and for such third party‘s compliance with the provisions of this Consortium Agreement and of the RCL-GA. It has to ensure that the involvement of a third party does not affect the rights and obligations of the other Parties under this Consortium Agreement and the RCL-GA.
4.5. Damage caused to third parties
Each Party shall be solely liable for any loss, damage or injury to third parties resulting from the performance of the said Party‘s actions or obligations or on its behalf under this Consortium Agreement or from its use of Foreground or Background.
4.6. Force Majeure
No Party shall be considered to be in breach of this Consortium Agreement if such breach is caused by Force Majeure. Each Party will notify the Leading Party of any Force Majeure as soon as possible. If the consequences of Force Majeure for the Project are not overcome within four (4) weeks after such notification, the transfer of tasks – if any – shall be decided by the Leading Party.
If the Consortium consists of two (2) Parties, the breach caused by Force Majeure may cause the termination of the RCL-GA.
Section 5: Project management
5.1. General responsibilities of the Parties
5.1.1. Each Party shall undertake to take part in the efficient implementation of the Project, and to cooperate, perform and fulfill all of its obligations under the RCL-GA and this Consortium Agreement immediately and on time as may be reasonably required from it and in a manner of good faith as prescribed in the respective national law.The Leading Party shall introduce other Parties with the provisions of the RCL-GA and other documents that are relevant for the implementation of the Project.
5.1.2. Each Party shall undertake to notify the Leading Party immediately, in accordance with the governance structure of the Project, about any significant information, fact, and problem or delay which may affect the Project.
5.1.3. Each Party shall immediately provide all information reasonably required by the Leading Party or by the RCL to carry out its tasks.
5.1.4. Each Party shall take reasonable measures to ensure the accuracy of any information or materials it supplies to the other Parties.
5.1.5. [DESCRIBE IN DETAIL THE AGREEMENT BETWEEN THE PARTIES CONCERNING POST-COMPLETION OWNERSHIP RIGHTS OF THE GOODS ACQUIRED USING PROJECT FUNDS, PROJECT MATERIAL PROCURED UNDER THE PROJECTAND USED ONLY TO IMPLEMENT THE PROJECT BUT NOT NECESSARILY TO SEEK THE PURPOSE OF THE PROJECT AFTER ITS COMPLETION AND WHEN DEPRECIATION PERIOD OF GOODS AND MATERIALS EXCEEDS THE PROJECT IMPLEMENTATION PERIOD.].
5.1.6. Thepost-completion ownership rights of the goods acquired using project funds, project material procured under the Project shall not be transferredto third parties without prior approval of the RCL.
5.1.7. Each Party shall ensure to store all relevant documents related to the implementation of the Project until 31of December2026:
-original copies of this Consortium Agreement and all the additional agreements or amendments of them;
-copies of annual reports, interim/final implementation reports, their annexes and other relevant documents;
-original copies of documents, justifying the incurred costs and proving payment of the costs;
-accounting records of the Project;
-copies of communications with the RCL, the Ministry of Education and Science of the Republic of Lithuania, Central Project Management Agency (hereinafter referred to as ‘the CPMA‘) and the Ministry of Finance of the Republic of Lithuania;
-copies of communications between the Parties;
-original documents related to procurement or their copies;
-documents proving the implementation of publicity measures;
-original copies of reports on the Project audit, performed by external audit companies;
-other documents within its competence.
5.1.8. Each Party shall be responsible that there is no double financing for its part of the Project from any other source of funds. If there are some suspected irregularities in the use of Project funds, the concerned Party shall report to the RCL and CPMA and the Ministry of Education and Science of the Republic of Lithuania.
5.1.9. Each Party shall submit aVAT declaration to the Leading Party upon the request of the Leading Party but no later than [INSERT NUMBER] calendar days before the deadline for the Leading Party which has to submit VAT declarations to the RCL. Each Party shall notify the Leading Party of any changes in the data of a submitted VAT declaration and submit a new VAT declaration upon the request of the Leading Party but no later than within [INSERT NUMBER] calendar days after the change of such data. A VAT declaration indicates whether a Party has a possibility to recover VAT under national regulations.
5.1.10. Each Party shall promote equal gender participation in the Project activities.
5.1.11. Each Party shall promote young researchers participation in the Project activities.
5.1.12. After the end of the Project each Party shall ensure physical, technical and financial prerequisites for the maintenance and further use of the products and outcomes of the Project.
5.1.13. The Party Team leader shall be responsible for the achievement of Project aims, tasks and deliverables, as defined in Annex I of the RCL-GA, while the Party shall be responsible for the administration of the Project and the eligible use of the funds allocated to the Party.In case of change of the Party Team leader or scientific staff of the Party Team, prior consent of the RCL is required. The RCL shall take the final decision on such change upon a written request made by the Leading Party Team leader.
5.2. Roles and responsibilities of the Parties
[DEFINE THE ROLES AND RESPONSIBILITIES OF EACH PARTY FROM AN ADMINISTRATIVE, LEGAL AND TECHNICAL POINT OF VIEW; SPECIFY THE ADDITIONAL DUTIES OF THE LEADING PARTY].
5.2.1. The Leading Party
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5.2.2. “name/abbreviation Party B“ [INSERT NAME OF PARTY B AND DEFINE ITS ROLES AND RESPONSIBILITIES]
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5.2.3. “name/abbreviation Party C“ [INSERT NAME OF PARTY C AND DEFINE ITS ROLES AND RESPONSIBILITIES]
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5.3. Internal organisation of the Consortium
[DEFINE THE INTERNAL ORGANISATION OF THE CONSORTIUM (E.G. MANAGEMENT BODIES, COMMITTEES AND/OR WORKING GROUPS; COMMUNICATION BETWEEN THE PARTIES, PRIOR NOTIFICATION, ETC.)].
5.4. Members, meetings and decision making
[DESCRIBE THE DIFFERENT BODIES: ROLE AND INTERNAL RULES ON HOW THE MEMBERS ARE APPOINTED, HOW DECISIONS ARE TAKEN, HOW MANY AND WHEN MEETINGS WILL BE ORGANIZED].
Section 6: Financial provisions
6.1. General Principles
The eligible and non-eligible costs are defined in section IV of the RCL-GA. The conditions for the eligibility of financial audit costs are set in article 8.4 of the RCL-GA.
6.1.1. In case of a Party is based in Lithuania:
6.1.1.1. Personnel costs, that are to be claimed as eligible costs of the Project, shall be incurred following the provisions of the Labour Code of the Republic of Lithuania and other relevant legislation of the Republic of Lithuania.
6.1.2. In case of a Party is based in Switzerland:
6.1.2.1. The maximum admissible costs of a Party based in Switzerlad shall not exceed 50% of the Project budget referred to in the RCL-GA;
6.1.2.2. Personnel costs, that are to be claimed as eligible costs, shall be incurred following the provisions of the relevant legislation of the Swiss Confederation.
6.2. Funding principles and distribution of Financial Contribution
6.2.1. In accordance with its own usual accounting and management principles and practices, each Party shall be solely responsible for justifying its costs with respect to the Project towards the Research Council of Lithuania and its relevant national authority.
6.2.2. A Party which spends less than its allocated share of the Consortium Budget will be funded in accordance with its incurred and duly justified eligible costs only. A Party that spends more than its allocated share of the Consortium Budget will be funded only in respect of incurred and duly justified eligible costs up to an amount not exceeding that share.The expenditure declared on the basis of unit costs shall be deemed to be incurred and paid at the moment when the result is achieved, therefore the amount declared on the basis of unit costs, may not coincide with the actual incurred and paid costs amount. During the implementation period of the Project and after the completion of the project the expenditure declared on the basis of unit costs shall not be repaid, if actual incurred costs are lower, that the amount received on the basis of unit costs.
6.2.3. The Financial Contribution to the Project shall be distributed in euros by the Leading Party according to:
-the Consortium Budget as included in the Consortium Plan;
-the approval of payment claims and reportsby the RCL;
6.2.4. After receipt of payment from RCL, the Leading Party shall - within five (5) working days - distribute payment to the Parties taking into account the decision of RCL concerning the payment claim. The Leading Party shall distribute the payment to the Parties following the provisions set in article 6.2.10.
6.2.5. Payment claims of the Project (advance, interim and final) shall be prepared by the Leading Party in cooperation with other Parties as it is described in article 6.2.6 and shall be submitted to RCL taking into account the Schedule for payment claimsubmission approved by the RCL.The Leading Party shall ensure that other Parties get familiar withthe approved Schedule for payment claim submission as soon as possible.
6.2.6. Parties shall provide the Leading Party with the information on the costs incurred and documentary evidence on the project achievements (as it is described in article 6.2.7), taking into account the Schedule for payment claim submissionapproved by the RCL. Such information shall be provided upon the request of the Leading Party but no later than [INSERT NUMBER] calendar days before the deadline for the Leading Party to submit each payment claim.
6.2.7. The RCL-GA sets the reimbursement method as a method for payment of Project costs.
The reimbursement method is used to compensate eligible Project costs incurred and paid by the Parties. The Leading Party shall submit to the RCL payment claims, consolidating its ant other Parties’ costs, based on unit costs.Expenditure declared on the basis of unit costs shall be justified by submitting the documentary evidence on the project achievements (for example, implementation reports), while the justification documents for incurred costs and the cost payment evidence shall not be provided.However, in case of suspected infringement, CPMA and audit performing company shall have the right to check the eligibility and justification documents and cost payment evidence for the expenditure declared on the basis of unit costs.