Consortium agreement

The consortium agreement is a private contract between the partners. The Commission does not draft it, does not sign it and generally does not read it, but it requires one to exist before the grant agreement is signed in most actions, and it governs everything the grant agreement leaves to you.

It covers governance and decision-making, how the money is distributed and on what schedule, what happens when a partner defaults or leaves, liability between partners, confidentiality, and dispute resolution. Above all it covers intellectual property: what each partner brings in, who owns what the project produces, and who may use it afterwards and on what terms.

Background and results are the two words to get right. Background is what a partner already owns and brings to the project; results are what the project creates. Access rights determine who may use which, for implementing the project and for exploiting the outcome, and a partner who neglects to list an exclusion may find its existing patent portfolio inside the access regime.

Do not draft it from scratch. DESCA is the widely used model in Horizon Europe, it has options for the choices that actually differ between consortia, and using it means the other partners' lawyers already know the text. Negotiating a bespoke agreement across eight organisations in three legal traditions is how signature slips by three months.

Negotiate it while the proposal is being written, not after the grant is awarded. Once the money is certain the incentives change, positions harden, and the project start date approaches with nothing signed. The uncomfortable conversations (ownership, exploitation, what happens if this becomes valuable) are cheapest before anyone knows whether they won.