CONSORTIUM AGREEMENT

This Consortium Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF FOUNDER], having registered office at [INSERT ADDRESS OF THE FOUNDER] (hereinafter referred to as the “Founder” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF CONSORTIUM MEMBER],] having registered office at [INSERT ADDRESS OF THE CONSORTIUM MEMBER] (hereinafter referred to as the “Consortium member” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Founder” and the “Consortium Member” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Consortium members wish to establish a consortium for the purpose of [INSERT PURPOSE OF CONSORTIUM](Hereinafter referred to as “Project”)
2. The Founder is engaged in the business of [INSERT DESCRIPTION OF BUSINESS] and wishes to collaborate with the consortium member to fulfill the desired Project.
3. The Parties wish to establish a cooperative and supportive consortium in which each member will devote adequate skilled manpower, capital equipment, facilities, and other resources to timely support the objectives of the proposed project.
4. The Parties mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
5. The parties are duly authorized and have the capacity to enter into this agreement.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Consortium” means a collaborative arrangement between the Consortium Members and Founder, established to fulfill the purpose of this Agreement.
   2. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   3. “Intellectual Property” refers to any patents, trademarks, service marks, trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. PURPOSE
   1. The Purpose of this agreement is for the parties herein to arrive at a strategic understanding with each other to pool their resources, cooperate with each other and jointly prepare Project Report for the purpose of [INSERT PURPOSE AND DESCRIPTION OF THE PROJECT].
   2. The Parties acknowledge that their combined expertise, resources and capabilities will contribute to the successful completion of the desired project.
3. PROJECT MANAGEMENT
   1. The Parties agree that the desired project will be managed by the Project Manager. The Project Manager will work to achieve the objectives of the desired project.
4. ROLES AND RESPONSIBILITIES
   1. The Consortium Members shall jointly collaborate on the following responsibilities and contributions; [SPECIFY IN DETAIL THE ROLES AND RESPONSIBILITIES].
   2. The Consortium members shall diligently and professionally in good-faith perform the required activities and shall exercise due-care and skill in executing the tasks and perform adheres to industry best practices.
   3. The Consortium Members shall be responsible for delivering and maintaining high-quality standards throughout the term of this agreement.
   4. During the course of this Agreement, the parties must perform necessary quality checks and controls to ensure the highest level of performance.
5. DATA AND RESOURCE MANAGEMENT
   1. The Founder is responsible for data allocation and management. The Founder shall provide access to any equipment, infrastructure, and facilities with the consortium members and project manager, necessary for the execution of the project.
   2. Data collection: In the course of the Project, each party is involved in the collection of data. The data are to be sent to the Project Manager and stored in a safe and secure place. Each Party agrees to ensure that all data submitted to the Project Manager are accompanied by documentation detailing the origin of the data, together with any necessary ethical consent.
6. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. No announcements regarding the Project, this Agreement or the status or any content or subject matter thereof may be issued by any Consortium Member without the prior written consent of the Founder, except to the extent that any such announcements are required by law, a court of competent jurisdiction, the SEC, another regulatory body or international stock exchange having jurisdictions over such Consortium Member or pursuant to whose rules and regulations such disclosure is required to be made, but only as far as practicable and lawful after the form and terms of such announcements have been notified to the Founder and the Founder has had a reasonable opportunity to comment on the form and terms of such announcements
7. FORCE MAJEURE
   1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
8. APPLICABLE LAW
   1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT STATE/COUNTRY OF APPLICABLE LAWS] .
   2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
   3. By direct negotiations between the Founder and Consortium Member. 
   4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
9. NOTICES
   1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
      1. If to the Founder : [INSERT EMAIL ID OR/AND ADDRESS OF FOUNDER]
      2. If to the Consortium Member: [INSERT EMAIL ID OR/AND ADDRESS OF MEMBER]
   2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
10. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
11. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
12. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Founder

Name: [INSERT NAME OF THE FOUNDER/SIGNING AUTHORITY]

Signature:

Date: [INSERT SIGNING DATE OF FOUNDER]

Signed, sealed and delivered on behalf of Consortium Member

Name: [INSERT NAME OF CONSORTIUM MEMBER/SIGNING AUTHORITY]

Signature: 

Date: [INSERT SIGNING DATE OF CONSORTIUM MEMBER]