Consortium Agreement Template for Netherlands

A Consortium Agreement is a binding contract that lets multiple organizations work together on a shared project while keeping their independence. Dutch companies often use these agreements when collaborating on major infrastructure projects, research initiatives, or EU-funded programs.

The agreement spells out how partners will share resources, divide responsibilities, and handle intellectual property rights. Under Dutch law, each consortium member remains legally separate while the agreement creates clear rules for joint decision-making, risk sharing, and profit distribution. This structure helps partners collaborate effectively while protecting their individual interests.

Use a Consortium Agreement when your organization plans to collaborate with other Dutch companies on complex, high-value projects that require shared resources and expertise. This is especially relevant for large infrastructure developments, research programs, or EU-funded initiatives where multiple partners need to work together while maintaining their independence.

The agreement becomes essential when the project involves significant financial commitments, intellectual property sharing, or specialized technical knowledge. Dutch organizations often implement these agreements during the early planning stages of joint ventures, particularly when the work spans multiple years or involves public-private partnerships where clear governance structures are crucial.

• Research & Development Consortia: Focus on shared innovation projects, typically including IP rights allocation, research milestones, and funding distribution
• Infrastructure Project Consortia: Used for large construction or development projects, emphasizing risk sharing, operational responsibilities, and liability limits
• Public-Private Partnership Consortia: Blend government and private sector interests, with specific governance structures and public accountability measures
• Industry Alliance Consortia: Connect businesses in the same sector for market development or technical standardization, often including competition law safeguards
• EU Project Consortia: Structured to meet European funding requirements, with detailed reporting obligations and cross-border collaboration rules

• Lead Partner Organizations: Large companies or institutions that initiate and coordinate the consortium, often providing key resources or expertise
• Legal Counsel: In-house or external lawyers who draft and review the Consortium Agreement to ensure Dutch legal compliance
• Project Managers: Professionals responsible for day-to-day consortium operations and ensuring adherence to agreement terms
• Technical Experts: Specialists who define technical specifications and deliverables within the agreement
• Financial Officers: Representatives managing budget allocations, cost sharing, and financial reporting requirements

• Partner Details: Collect full legal names, registration numbers, and authorized representatives of all participating organizations
• Project Scope: Define clear objectives, timelines, deliverables, and resource commitments from each partner
• Financial Framework: Outline budget allocation, cost-sharing arrangements, and payment schedules
• Governance Structure: Establish decision-making processes, voting rights, and management responsibilities
• Risk Management: Document liability limits, insurance requirements, and dispute resolution procedures under Dutch law
• Exit Strategy: Specify conditions for partner withdrawal, project termination, and asset distribution

• Party Identification: Complete legal names, addresses, and registration numbers of all consortium members
• Purpose Statement: Clear description of consortium objectives and scope of collaboration
• Governance Structure: Decision-making procedures, voting rights, and management responsibilities
• Financial Terms: Cost sharing, profit distribution, and payment arrangements
• IP Rights: Ownership and usage rights for intellectual property created during the project
• Liability Provisions: Risk allocation, indemnification clauses, and insurance requirements
• Term and Termination: Duration, exit conditions, and consequences of withdrawal
• Dispute Resolution: Dutch jurisdiction clause and agreed resolution procedures

A Consortium Agreement differs significantly from a Business Acquisition Agreement, though both involve multiple parties working together. While a Business Acquisition Agreement focuses on the complete transfer of ownership and control, a Consortium Agreement creates a framework for ongoing collaboration while maintaining separate identities.

• Purpose and Structure: Consortium Agreements enable temporary partnerships for specific projects, whereas Business Acquisition Agreements permanently merge or transfer business ownership
• Control and Independence: Consortium members retain their autonomy and individual identities, while an acquisition involves one entity taking control of another
• Risk and Liability: Consortium members share risks according to agreed terms, but acquisitions transfer all risks and liabilities to the acquiring party
• Duration: Consortiums typically exist for a defined project period, while acquisitions represent permanent structural changes