Consortium Agreement Template for United States

A Consortium Agreement lets multiple organizations work together as one team while staying legally separate. In the Philippines, these agreements are especially common for large infrastructure projects, where construction firms pool their expertise and resources without creating a new company.

The agreement spells out how the partners will share work, risks, and profits. It must follow Philippine competition laws and the Government Procurement Reform Act, particularly when bidding for public projects. Each member keeps their independence but agrees to specific roles, timelines, and quality standards under a lead company that coordinates the group.

Consider a Consortium Agreement when your company needs to tackle projects too large or complex to handle alone. This arrangement works perfectly for major Philippine infrastructure projects, government contracts, or specialized technical work that requires multiple expertise types working together.

The timing is crucial - draft your agreement before submitting joint bids or proposals, especially for public-private partnership projects under the BOT Law. It's essential when combining resources with other firms while maintaining separate corporate identities, or when local content requirements demand partnerships with Philippine companies. Make sure all partners sign before any joint work begins.

• Horizontal Consortium: Used when companies with similar expertise join forces to handle larger projects, common in Philippine construction and infrastructure bids
• Vertical Consortium: Combines firms with different specialties, like when developers partner with contractors and suppliers for integrated projects
• Project-Specific Agreement: Created for a single venture with clear start and end dates, popular in PPP projects
• Program-Based Agreement: Covers multiple related projects over time, often used in government infrastructure programs
• Mixed Capability Agreement: Blends local and international expertise to meet Philippine content requirements while accessing global capabilities

• Lead Company: Takes primary responsibility for coordinating the consortium and usually handles client communications and project management
• Member Companies: Contribute specific expertise, resources, or local presence while sharing project risks and rewards
• Corporate Lawyers: Draft and review agreements to ensure compliance with Philippine competition laws and protect member interests
• Government Agencies: Review consortium structures for public projects, especially under BOT Law and procurement regulations
• Project Managers: Implement the agreement's operational aspects and coordinate between consortium members

• Member Details: Gather complete legal names, registration numbers, and authorized representatives of all participating companies
• Project Scope: Define exact work requirements, timelines, and deliverables each member will handle
• Resource Allocation: List specific contributions - equipment, personnel, expertise, and financial commitments from each party
• Governance Structure: Outline decision-making processes, voting rights, and leadership roles within the consortium
• Risk Distribution: Document how liabilities, losses, and profits will be shared among members under Philippine law
• Exit Strategy: Plan procedures for member withdrawal, project completion, or early termination scenarios

• Identification Section: Full legal names, addresses, and registration details of all consortium members
• Purpose Clause: Clear statement of consortium objectives and scope aligned with Philippine competition laws
• Contribution Details: Specific responsibilities, resource commitments, and profit-sharing arrangements
• Management Structure: Leadership roles, voting rights, and decision-making processes
• Liability Distribution: Joint and several liability terms under Philippine Civil Code
• Duration Terms: Project timeline, renewal conditions, and termination procedures
• Dispute Resolution: Mediation and arbitration procedures under Philippine ADR laws

A Consortium Agreement differs significantly from a Business Acquisition Agreement, particularly in Philippine business law. While both involve multiple parties coming together, their fundamental purposes and outcomes are quite distinct.

• Purpose and Structure: Consortium Agreements enable independent companies to collaborate temporarily while maintaining separate identities. A Business Acquisition Agreement involves one company permanently taking over another.
• Duration and Integration: Consortiums typically last for specific projects or timeframes, with members remaining separate entities. Acquisitions create permanent organizational changes with full integration of assets and operations.
• Risk and Liability: Consortium members share risks while maintaining individual corporate structures. In acquisitions, the acquiring company typically assumes all assets, liabilities, and risks of the target company.
• Regulatory Requirements: Consortiums face scrutiny under Philippine competition laws for temporary collaboration. Acquisitions trigger more complex regulatory reviews, including SEC approvals and mandatory disclosures.