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Consortium Agreement Between Companies
"I need a Consortium Agreement Between Companies for three construction firms (two local Philippine companies and one international contractor) collaborating on a major infrastructure project in Manila, with specific provisions for risk-sharing and local content requirements, to be effective from March 2025."
1. Parties: Identification of all consortium members and their registered details
2. Background: Context of the consortium formation and its intended purpose
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Formation and Scope of Consortium: Legal basis of formation and detailed scope of activities
5. Contributions and Ownership: Members' contributions (financial, assets, expertise) and ownership structure
6. Management and Control: Governance structure, decision-making processes, and voting rights
7. Rights and Obligations: Detailed responsibilities and rights of each consortium member
8. Financial Arrangements: Financial management, profit sharing, and loss bearing mechanisms
9. Representations and Warranties: Members' confirmations regarding their capacity and authority
10. Liability and Indemnification: Allocation of risks and responsibilities between members
11. Confidentiality: Protection of consortium and member confidential information
12. Term and Termination: Duration, renewal, and termination conditions
13. Dispute Resolution: Procedures for resolving disputes between members
14. Governing Law: Confirmation of Philippine law application and jurisdiction
15. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Intellectual Property Rights: Required when the consortium involves development or use of IP
2. Competition Compliance: Needed when members are competitors or in regulated industries
3. Insurance: Required for high-risk projects or when mandated by industry regulations
4. Labor and Employment: Necessary when consortium involves shared employees or secondment
5. Environmental Compliance: Required for projects with environmental impact
6. Force Majeure: Optional but recommended for long-term projects
7. Change of Control: Important when stability of member ownership is crucial
8. Anti-Corruption and Compliance: Required for government projects or regulated industries
1. Schedule 1: Member Details: Detailed information about each consortium member
2. Schedule 2: Business Plan: Detailed project scope, timelines, and objectives
3. Schedule 3: Contribution Schedule: Detailed breakdown of each member's contributions
4. Schedule 4: Management Structure: Organizational chart and key personnel
5. Schedule 5: Financial Procedures: Detailed financial management procedures
6. Schedule 6: Technical Specifications: Technical requirements and standards if applicable
7. Appendix A: Power of Attorney: Authorization documents from each member
8. Appendix B: Required Permits and Licenses: Copies of relevant permits and licenses
9. Appendix C: Insurance Policies: Details of required insurance coverage
Authors
Applicable Law
Authorized Representative
Board
Business Day
Business Plan
Change of Control
Commencement Date
Confidential Information
Consortium
Consortium Committee
Consortium Interest
Consortium Leader
Consortium Member
Consortium Project
Contribution
Control
Deadlock
Default Event
Effective Date
Encumbrance
Event of Default
Financial Year
Force Majeure Event
Governing Law
Initial Contribution
Intellectual Property Rights
Lead Company
Losses
Management Committee
Material Breach
Member
Operating Procedures
Participating Interest
Party/Parties
PHP
Project
Project Account
Project Manager
Profit Share
Related Party
Representatives
Reserved Matters
Share
Steering Committee
Subsidiary
Super Majority Decision
Term
Territory
Third Party
Transfer
Voting Rights
Withdrawal Notice
Work Program
Formation of Consortium
Purpose and Scope
Duration
Contributions
Ownership Structure
Management and Control
Decision Making
Voting Rights
Financial Arrangements
Profit Sharing
Cost Allocation
Banking Arrangements
Representations and Warranties
Member Obligations
Confidentiality
Intellectual Property
Non-Competition
Risk Allocation
Liability
Indemnification
Insurance
Force Majeure
Change of Control
Transfer Restrictions
Withdrawal and Removal
Termination
Default
Anti-Corruption
Compliance
Environmental Protection
Labor and Employment
Dispute Resolution
Governing Law
Notices
Assignment
Amendments
Severability
Entire Agreement
Counterparts
Infrastructure Development
Construction
Energy and Utilities
Transportation
Real Estate Development
Technology and Telecommunications
Mining and Natural Resources
Manufacturing
Public-Private Partnerships
Healthcare
Education
Financial Services
Renewable Energy
Maritime and Shipping
Legal
Corporate Affairs
Business Development
Finance
Operations
Risk Management
Compliance
Strategy
Project Management
Commercial
Procurement
Executive Leadership
Corporate Governance
International Business
Chief Executive Officer
Managing Director
Legal Counsel
Corporate Lawyer
Project Director
Business Development Manager
Chief Financial Officer
Contract Manager
Operations Director
Risk Manager
Compliance Officer
Partnership Manager
Strategy Director
Joint Venture Coordinator
Corporate Secretary
Board Member
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