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Consortium Agreement Between Companies
"I need a Consortium Agreement Between Companies to establish a technology development consortium in Hong Kong between my software company and three hardware manufacturers, with specific provisions for IP sharing and joint product development to commence by March 2025."
1. Parties: Identification of all consortium members with full legal names and registered addresses
2. Background: Context of the consortium formation, objectives, and brief description of each party's expertise
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Formation and Scope: Establishment of the consortium and detailed scope of collaboration
5. Contributions and Financial Arrangements: Details of each party's contributions (financial, assets, personnel) and profit-sharing mechanisms
6. Management and Governance: Decision-making structure, voting rights, and management procedures
7. Rights and Obligations: Specific responsibilities and rights of each consortium member
8. Intellectual Property: Ownership and usage rights of existing and newly created IP
9. Confidentiality: Protection and handling of confidential information
10. Liability and Indemnification: Risk allocation, liability limitations, and indemnification provisions
11. Term and Termination: Duration of the agreement and termination circumstances
12. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Competition Compliance: Specific provisions ensuring compliance with competition laws, required when consortium activities might raise competition concerns
2. Employment Matters: Required when staff will be shared or transferred between consortium members
3. Insurance: Detailed insurance requirements, necessary for high-risk projects or regulatory compliance
4. Dispute Resolution: Alternative dispute resolution procedures, recommended for international consortiums
5. Force Majeure: Provisions for unforeseen circumstances, particularly relevant for long-term or high-risk projects
6. Anti-Corruption Compliance: Required when dealing with public sector or in highly regulated industries
7. Data Protection: Necessary when consortium activities involve handling personal data
8. Environmental Compliance: Required for projects with environmental impact or in regulated industries
1. Schedule 1 - Project Scope: Detailed description of the consortium's projects or activities
2. Schedule 2 - Contribution Schedule: Detailed breakdown of each party's contributions and payment schedules
3. Schedule 3 - Governance Procedures: Detailed procedures for meetings, voting, and decision-making
4. Schedule 4 - Technical Specifications: Technical requirements and standards for the consortium's activities
5. Schedule 5 - Key Personnel: List of key personnel from each party and their roles
6. Schedule 6 - Insurance Requirements: Detailed insurance coverage requirements for each party
7. Schedule 7 - Intellectual Property Register: Register of background and foreground IP rights
8. Schedule 8 - Form of Accession Deed: Template for admitting new members to the consortium
9. Appendix A - Communication Protocol: Procedures for formal communications between parties
10. Appendix B - Reporting Templates: Standard templates for required reports and notices
Authors
Affiliate
Agreement
Background IP
Business Day
Business Plan
Change of Control
Commencement Date
Confidential Information
Consortium
Consortium Committee
Consortium IP
Consortium Manager
Consortium Member
Contribution
Control
Deadlock
Default Event
Defaulting Party
Effective Date
Encumbrance
Financial Year
Force Majeure Event
Foreground IP
Governance Procedures
Group
Initial Business Plan
Intellectual Property Rights
Key Personnel
Lead Member
Liabilities
Management Committee
Material Adverse Effect
Member Share
Non-defaulting Party
Operating Costs
Party/Parties
Project
Project Account
Project Manager
Quarter
Related Company
Representative
Reserved Matters
Special Resolution
Steering Committee
Strategic Plan
Suitable Alternative
Term
Territory
Third Party
Voting Rights
Working Group
Interpretation
Definitions
Conditions Precedent
Term and Duration
Contributions
Financial Arrangements
Profit Sharing
Management Structure
Decision Making
Voting Rights
Reserved Matters
Operational Procedures
Project Management
Intellectual Property
Confidentiality
Non-Competition
Data Protection
Anti-Corruption
Competition Compliance
Representations and Warranties
Indemnification
Liability
Insurance
Force Majeure
Change of Control
Assignment
Accession
Withdrawal
Termination
Default
Dispute Resolution
Governing Law
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Costs and Expenses
Further Assurance
Construction
Infrastructure
Technology
Manufacturing
Energy
Telecommunications
Research and Development
Financial Services
Real Estate Development
Transportation
Healthcare
Environmental Services
Legal
Corporate Affairs
Commercial
Business Development
Finance
Operations
Risk Management
Compliance
Strategy
Project Management
Corporate Governance
Chief Executive Officer
Chief Legal Officer
General Counsel
Commercial Director
Project Director
Business Development Manager
Legal Counsel
Contract Manager
Chief Financial Officer
Operations Director
Risk Manager
Company Secretary
Strategic Partnership Manager
Chief Operations Officer
Compliance Officer
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