ICC Model Contract Consortium Agreement

No. @779E

ISBN : 978-92-842-0396-3

Companies of all sizes wanting to cooperate on major projects, whether international or domestic, require solid and balanced terms and conditions for such cooperation and it is vital that the arrangements put in place be durable, clear and equitable thereby enhancing business in general.

The new ICC Model Contract “Consortium Agreement” addresses these needs by providing a unique, balanced platform that is fair to all parties.

The model accommodates the desire of all parties for a solid unanimous decision making process, a clear allocation of participation and provision of resources, the need for swift and effective dispute resolution, and the need for complete and informed allocation of risks.

It includes a USB key which contains the full text of the model and its annexes, permitting you to easily adapt the contract to your specific case. If parties have no need to draw up a special contract of their own, they can use the entire model, which has been drafted to assure balance for both sides.

Code ISBN : 978-92-842-0396-3
Number of pages : 42
Publishing date : 2016
Language : English
Format in cm : 20.9*29.9

FOREWORD 

  • ICC Model Consortium Agreement  
  • Introduction 
  • Main Agreement Form 
  • Section I: Special Conditions  
  • Section Ii: General Conditions

1.    Article 1: Definitions and Interpretation

2.    Article 2: Formation of the Consortium

3.    Article 3: Participation / Allocation

4.    Article 4: Organisation and Decision Making

5.    Article 5: Principles of Cooperation

6.    Article 6: Preparation, Submission and Acceptance Of The Offer

7.    Article 7: Project Implementation

8.    Article 8: Securities

9.    Article 9: Insurance

10. Article 10: Financials

11. Article 11: Taxes

12. Article 12: Confidentiality

13. Article 13: Liability

14. Article 14: Insolvency And Expulsion

15. Article 15: Duration And Termination

16. Article 16: Disagreements, Dispute Resolution And Arbitration

17. Article 17: Choice of Law

18. Article 18: Miscellaneous

Annex 1: Scope of Work 

Annex 2: Time Schedule 

ICC’S International Contracts Series

ICC at A Glance

This model was produced by ICC’s Commercial Law and Practice Commission under the leadership of Chair Fabio Bortolotti (Italy).

It has benefited from the active participation of the following members of the Major Project Group, co-chaired by Eric Eggink (Netherlands) and Isabelle Smith Monnerville (France): Jens Machoy (Germany), Martin Kurtze (Germany), Bettina Geisseler (Germany), Francine Gurral (France), Mireille Bouzols-Breton (France), Arnoud Penseel (Netherlands), Giovanni Leo (Italy), Claudio Perrella (Italy), Helena Prata (Angola), Rana Obeid (UAE), Jane Davies Evans (UK), Ben Beaumont (UK), Galyah Natan-Epstein (Israel), Linna Li (China), Haifeng Li (China), Erick Castellanos (Colombia), Terry F Moritz (United States).

* * * * *

We asked Isabelle Smith Monnerville, the Co-Chair of the working group, to introduce the new model and explain in which cases it can be used

«In recent years, joint operations and joint arrangements have flourished in a difficult economic context and their number and economic value are on a par with those of typical M&A operations».

  • What are Consortium agreements and who usually has to deal with them?

Consortium agreements are one of the legal formats used by businesses for the organization of their co-operation with others. Whilst the Latin word “consortium” is widely used in practice, the plain English equivalent is “joint operation”. In recent years, joint operations and joint arrangements have flourished in a difficult economic context and their number and economic value are on a par with those of typical M&A operations. Motivations for entering into a consortium agreements are many and varied. In a construction context, one driving force is the client’s preference of a single point of responsibility. Joint operators, from their perspective, aim at sharing the risks and the liabilities of major projects and/or want to enhance their chances inthe bidding process by presenting a joint offer.

«All world regions were represented in the working group in the objective of producing a Model Contract which is capable of providing a framework which can be acceptable in most legal systems».

  • How was the Model Contract put together?

The Model Contract was put together by a process of co-development which was based on the shared experiences of substantial global businesses of diverse specialties as well as of transactional and litigating legal consultants. In line with the international footprint of the ICC, all world regions were represented in the working group in the objective of producing a Model Contract which is capable of providing a framework which can be acceptable in most legal systems whilst, of course, not being capable of being a substitute to specific legal advice.

  • What are the difficulties a party can run into when drafting a Consortium agreement?

Parties entering into an agreement are naturally focusing on the success they expect and may well not have the time or resources for anticipating difficulties and potential disagreements within the cooperation. The Model Contract provides readymade safety nets and pitfall warnings, as well as methods and processes for overriding the differences, incidents and accidents that are inherent to any human activity.

  • What are the basic concepts described in this Model?

The basic concepts of this Model are how to make a unanimous governance system work and how to make it bearable for a business to undertake liability for the actions of others, through close day-to-day management, anticipation and prevention, recourse and other mitigating systems.

«The ICC Model is up-to-date and provides more detailed methods than other existing agreements for avoiding differences and overcoming difficulties».

  • Is there any difference between this Model and other models which exist for these types of deals?

The ICC Model is up-to-date and provides more detailed methods than other existing agreements for avoiding differences and overcoming difficulties. It points out areas where digital tools can enhance the efficiency of the cooperation of distant parties. Plain language has been used to the maximum possible extent so as to allow direct access by users with little or no legal background.


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