Common use of Consortium Clause in Contracts

Consortium. 17.1 This provision only applies insofar as the Contract is concluded with a Consortium of providers. 17.2 The members of the Consortium have full responsibility for carrying out and complying with the terms of the contract. The members of the Consortium are jointly and severally liable. If a member of the Consortium fails to implement its part of the contract, the other members become responsible for the carrying out of the Deliverables, unless the Council expressly relieves them of this obligation. 17.3 In case of breach of contract, where applicable, the Council will claim back the amounts paid but that were not due under the contract. The coordinator of the consortium is fully liable for repaying the debts of the consortium; even if it has not been the final recipient of those amounts. 17.4 The internal roles and responsibilities of the members of the Consortium are divided as follows: 17.4.1 The members of the Consortium must designate a coordinator. 17.4.2 Each member of the Consortium must: inform the coordinator immediately of any events or circumstances likely to affect significantly or delay the performance of the contract, change in legal status or technical, organisational or ownership situation, circumstances affecting the award of the contract or compliance with the requirements of the contract, and if it is in any of the situations listed in article 16.2; submit to the coordinator in good time: - any other documents or information required by the Council under the contract, unless the contract requires the members of the Consortium to submit this information directly; - any information requested by the coordinator in order to verify the state of performance of the Deliverables under the contract, the proper implementation of the contract and compliance with the other obligations under the contract. give the other members of the Consortium access to any pre-existing industrial and intellectual property rights needed for the performance of the contract and compliance with the obligations under the Agreement. 17.4.3 The coordinator must: monitor that the Deliverables are carried out timely and properly, in accordance with the terms of the contract; act as the intermediary for all communications between the Consortium and the Council (in particular, providing the Council with the information described in Article 17.4.2(ii) immediately), unless agreed otherwise by the Parties; request and review any documents or information required by the Council and verify their completeness and correctness before passing them on to the Council; before starting performance of the contract, submit this list of pre-existing rights (Article 17.4.2(iii)) to the Council. submit the Deliverables to the Council in accordance with the timing and terms of the contract and sign the Act of Acceptance in accordance with the acceptance procedure laid down in Article 3.3; Payments of the fees shall be made by the Council to the coordinator. Payments to the coordinator shall discharge the Council from its payment obligation. The coordinator must ensure that the distribution of the payments between the members of the Consortium are made without unjustified delay and in accordance with the Consortium’s internal arrangements. The coordinator may not subcontract the above-mentioned tasks. 17.5 The members of the Consortium must have internal arrangements regarding their operation and co-ordination to ensure that the action is implemented properly. These internal arrangements must be set out in a written ‘consortium agreement’ between the beneficiaries, which may cover: - internal organisation of the consortium; - distribution of the Council payment(s); - additional rules on rights and obligations related to pre-existing rights and results (including intellectual and industrial property rights), specifying the owner and persons that have a right of use; - settlement of internal disputes; - liability, indemnification and confidentiality arrangements between the Providers. The consortium agreement must not contain any provision contrary to the contract. 17.6 Each member of the Consortium shall sign the Declaration of Agreement (as reproduced in Appendix IV to the present contract).

Consortium. 17.1 This provision only applies insofar as the Contract is concluded with a Consortium of providers. 17.2 The members of the Consortium have full responsibility for carrying out and complying with the terms of the contract. The members of the Consortium are jointly and severally liable. If a member of the Consortium fails to implement its part of the contract, the other members become responsible for the carrying out of the Deliverables, unless the Council expressly relieves them of this obligation. 17.3 In case of breach of contract, where applicable, the Council will claim back the amounts paid but that were not due under the contract. The coordinator of the consortium is fully liable for repaying the debts of the consortium; even if it has not been the final recipient of those amounts. 17.4 The internal roles and responsibilities of the members of the Consortium are divided as follows: 17.4.1 The members of the Consortium must designate a coordinator. 17.4.2 Each member of the Consortium must: : i. inform the coordinator immediately of any events or circumstances likely to affect significantly or delay the performance of the contract, change in legal status or technical, organisational or ownership situation, circumstances affecting the award of the contract or compliance with the requirements of the contract, and if it is in any of the situations listed in article 16.2; ; ii. submit to the coordinator in good time: - any other documents or information required by the Council under the contract, unless the contract requires the members of the Consortium to submit this information directly; - any information requested by the coordinator in order to verify the state of performance of the Deliverables under the contract, the proper implementation of the contract and compliance with the other obligations under the contract. iii. give the other members of the Consortium access to any pre-existing industrial and intellectual property rights needed for the performance of the contract and compliance with the obligations under the Agreement. 17.4.3 The coordinator must: : i. monitor that the Deliverables are carried out timely and properly, in accordance with the terms of the contract; ; ii. act as the intermediary for all communications between the Consortium and the Council (in particular, providing the Council with the information described in Article 17.4.2(ii) immediately), unless agreed otherwise by the Parties; ; iii. request and review any documents or information required by the Council and verify their completeness and correctness before passing them on to the Council; ; iv. before starting performance of the contract, submit this list of pre-existing rights (Article 17.4.2(iii)) to the Council. . v. submit the Deliverables to the Council in accordance with the timing and terms of the contract and sign the Act of Acceptance in accordance with the acceptance procedure laid down in Article 3.3; ; vi. Payments of the fees shall be made by the Council to the coordinator. Payments to the coordinator shall discharge the Council from its payment obligation. The coordinator must ensure that the distribution of the payments between the members of the Consortium are made without unjustified delay and in accordance with the Consortium’s internal arrangements. The coordinator may not subcontract the above-mentioned tasks. 17.5 The members of the Consortium must have internal arrangements regarding their operation and co-co- ordination to ensure that the action is implemented properly. These internal arrangements must be set out in a written ‘consortium agreement’ between the beneficiaries, which may cover: - internal organisation of the consortium; - distribution of the Council payment(s); - additional rules on rights and obligations related to pre-existing rights and results (including intellectual and industrial property rights), specifying the owner and persons that have a right of use; - settlement of internal disputes; - liability, indemnification and confidentiality arrangements between the Providers. The consortium agreement must not contain any provision contrary to the contract. 17.6 Each member of the Consortium shall sign the Declaration of Agreement (as reproduced in Appendix IV to the present contract).

Consortium. 17.1 This provision only applies insofar as the Contract is concluded with a Consortium of providers. 17.2 10.1. The members of the Consortium Providers have full responsibility for carrying out and complying with the terms of the contract. 10.2. The members of the Consortium Providers are jointly and severally liable. If a member of the Consortium Provider fails to implement its part of the contract, the other members Providers become responsible for the carrying out of the Deliverables, unless the Council expressly relieves them of this obligation. 17.3 10.3. In case of breach of contract, where applicable, the Council will claim back the amounts paid but that were not due under the contract. The coordinator of the consortium is fully liable for repaying the debts of the consortium; even if it has not been the final recipient of those amounts. 17.4 10.4. The internal roles and responsibilities of the members of the Consortium Providers are divided as follows: 17.4.1 10.4.1 The members of the Consortium Providers must designate a coordinator. 17.4.2 10.4.2 Each member of the Consortium Provider must: : (i) inform the coordinator immediately of any events or circumstances likely to affect significantly or delay the performance of the contract, change in legal status or technical, organisational or ownership situation, circumstances affecting the award of the contract or compliance with the requirements of the contract, and if it is in any of the situations listed in article 16.2; ; (ii) submit to the coordinator in good time: - any other documents or information required by the Council under the contract, unless the contract requires the members of the Consortium Provider to submit this information directly; - any information requested by the coordinator in order to verify the state of performance of the Deliverables under the contract, the proper implementation of the contract and compliance with the other obligations under the contract. . (iii) give the other members of the Consortium Providers access to any pre-existing industrial and intellectual property rights needed for the performance of the contract and compliance with the obligations under the Agreement. 17.4.3 10.4.3 The coordinator must: : (i) monitor that the Deliverables are carried out timely and properly, in accordance with the terms of the contract; ; (ii) act as the intermediary for all communications between the Consortium Providers and the Council (in particular, providing the Council with the information described in Article 17.4.2(ii10.4.2(ii) immediately), unless the agreed otherwise by the Parties; ; (iii) request and review any documents or information required by the Council and verify their completeness and correctness before passing them on to the Council; ; (iv) before starting performance of the contract, submit this list of pre-existing rights (Article 17.4.2(iii10.4.2(iii)) to the Council. . (v) submit the Deliverables to the Council in accordance with the timing and terms of the contract and sign the Act of Acceptance in accordance with the acceptance procedure laid down in Article 3.3; contract; (vi) Payments of the fees shall be made by the Council to the coordinator. Payments to the coordinator shall discharge the Council from its payment obligation. The coordinator must ensure that the distribution of the payments between the members of the Consortium Providers are made without unjustified delay and in accordance with the Consortium’s internal arrangementsdelay. The coordinator may not subcontract the above-mentioned tasks. 17.5 10.5. The members of the Consortium Providers must have internal arrangements regarding their operation and co-ordination to ensure that the action is implemented properly. These internal arrangements must be set out in a written ‘consortium agreement’ between the beneficiaries, which may cover: - internal organisation of the consortium; - distribution of the Council payment(s); - additional rules on rights and obligations related to pre-existing rights and results (including intellectual and industrial property rights), specifying the owner and persons that have a right of use; - settlement of internal disputes; - liability, indemnification and confidentiality arrangements between the Providers. The consortium agreement must not contain any provision contrary to the contract. 17.6 Each member of the Consortium shall sign the Declaration of Agreement (as reproduced in Appendix IV to the present contract).

Consortium. 17.1 This provision only applies insofar as the Contract is concluded with a Consortium of providers. 17.2 10.1. The members of the Consortium OMCLs have full responsibility for carrying out and complying with the terms of the contract. 10.2. The members of the Consortium OMCLs are jointly and severally liable. If a member of the Consortium OMCL fails to implement its part of the contract, the other members OMCLs become responsible for the carrying out of the Deliverables, unless the Council Council/EDQM expressly relieves them of this obligation. 17.3 10.3. In case of breach of contract, where applicable, the Council Council/EDQM will claim back the amounts paid but that were not due under the contract. The coordinator of the consortium is fully liable for repaying the debts of the consortium; even if it has not been the final recipient of those amounts. 17.4 10.4. The internal roles and responsibilities of the members of the Consortium OMCLs are divided as follows: 17.4.1 10.4.1 The members of the Consortium OMCLs must designate a coordinator. 17.4.2 10.4.2 Each member of the Consortium OMCL must: : (i) inform the coordinator immediately of any events or circumstances likely to affect significantly or delay the performance of the contract, change in legal status or technical, organisational or ownership situation, circumstances affecting the award of the contract or compliance with the requirements of the contract, and if it is in any of the situations listed in article 16.2; ; (ii) submit to the coordinator in good time: - any other documents or information required by the Council Council/EDQM under the contract, unless the contract requires the members of the Consortium OMCL to submit this information directly; - any information requested by the coordinator in order to verify the state of performance of the Deliverables under the contract, the proper implementation of the contract and compliance with the other obligations under the contract. . (iii) give the other members of the Consortium OMCLs access to any pre-existing industrial and intellectual property rights needed for the performance of the contract and compliance with the obligations under the Agreement. 17.4.3 10.4.3 The coordinator must: : (i) monitor that the Deliverables are carried out timely and properly, in accordance with the terms of the contract; ; (ii) act as the intermediary for all communications between the Consortium OMCLs and the Council Council/EDQM (in particular, providing the Council Council/EDQM with the information described in Article 17.4.2(ii10.4.2(ii) immediately), unless the agreed otherwise by the Parties; ; (iii) request and review any documents or information required by the Council Council/EDQM and verify their completeness and correctness before passing them on to the Council; /EDQM; (iv) before starting performance of the contract, submit this list of pre-existing rights (Article 17.4.2(iii10.4.2(iii)) to the Council. /EDQM. (v) submit the Deliverables to the Council Council/EDQM in accordance with the timing and terms of the contract and sign the Act of Acceptance in accordance with the acceptance procedure laid down in Article 3.3; contract; (vi) Payments of the fees shall be made by the Council Council/EDQM to the coordinator. Payments to the coordinator shall discharge the Council Council/EDQM from its payment obligation. The coordinator must ensure that the distribution of the payments between the members of the Consortium OMCLs are made without unjustified delay and in accordance with the Consortium’s internal arrangementsdelay. The coordinator may not subcontract the above-mentioned tasks. 17.5 10.5. The members of the Consortium OMCLs must have internal arrangements regarding their operation and co-ordination to ensure that the action is implemented properly. These internal arrangements must be set out in a written ‘consortium agreement’ between the beneficiaries, which may cover: - : a) internal organisation of the consortium; - ; b) distribution of the Council Council/EDQM payment(s); - ; c) additional rules on rights and obligations related to pre-existing rights and results (including intellectual and industrial property rights), specifying the owner and persons that have a right of use; - ; d) settlement of internal disputes; - ; e) liability, indemnification and confidentiality arrangements between the ProvidersOMCLs. The consortium agreement must not contain any provision contrary to the contract. 17.6 Each member of the Consortium shall sign the Declaration of Agreement (as reproduced in Appendix IV to the present contract).

Consortium. 17.1 This provision only applies insofar as Where the Contract Provider is concluded with a Consortium: It shall enter into a Consortium Agreement which shall be agreed with the Council and annexed to this Agreement prior to the Commencement Date. it shall be regulated act in accordance with and be bound by the Consortium Agreement at all times during the Term. any such proposed Consortium Agreement must show an obligation is placed on the lead member to pay the other consortium members in accordance with Regulation 113 (6) of providers. 17.2 The members the Public Contracts Regulations 2015. it shall appoint an individual from one (1) of the Consortium have full responsibility Members who will act in a representative capacity for carrying out and complying the Consortium in dealings with the terms Council (‘Lead Member’) and the Lead Member shall monitor the delivery of the contract. The members Services being provided by the Consortium and each of the Consortium Members. the Lead Member shall collate returns requested by the Council’s Authorised Representative for contract monitoring requirements and shall inform the Council’s Authorised Representative of any Consortium Member(s) failing to achieve the expected standards under the Agreement and the steps which are jointly and severally liable. If a member of to be undertaken by the Consortium fails to implement its part of the contract, the other members become responsible for the carrying out of the Deliverables, unless the Council expressly relieves them of this obligation. 17.3 In case of breach of contract, where applicable, resolve matters. the Council will claim back be obliged to only make payments to the amounts paid but that were not due under the contract. The coordinator of the consortium is fully liable for repaying the debts of the consortium; even if it has not been the final recipient of those amounts. 17.4 The internal roles and responsibilities of the members of lead body detailed in the Consortium are divided as follows: 17.4.1 The members of the agreement and not to individual Consortium must designate a coordinator. 17.4.2 Each member of the Consortium must: inform the coordinator immediately of any events or circumstances likely to affect significantly or delay the performance of the contract, change in legal status or technical, organisational or ownership situation, circumstances affecting the award of the contract or compliance with the requirements of the contract, and if it is in any of the situations listed in article 16.2; submit to the coordinator in good time: - any other documents or information required by the Council under the contract, unless the contract requires the members of the Consortium to submit this information directly; - any information requested by the coordinator in order to verify the state of performance of the Deliverables under the contract, the proper implementation of the contract and compliance with the other obligations under the contractMembers. give the other members of the Consortium access to any pre-existing industrial and intellectual property rights needed for the performance of the contract and compliance with the obligations under the Agreement. 17.4.3 The coordinator must: monitor that the Deliverables are carried out timely and properly, in accordance with the terms of the contract; act as the intermediary for all communications between the Consortium and the Council (in particular, providing the Council with the information described in Article 17.4.2(ii) immediately), unless agreed otherwise by the Parties; request and review any documents or information required by the Council and verify their completeness and correctness before passing them on to the Council; before starting performance of the contract, submit this list of pre-existing rights (Article 17.4.2(iii)) to the Council. submit the Deliverables to the Council in accordance with the timing and terms of the contract and sign the Act of Acceptance in accordance with the acceptance procedure laid down in Article 3.3; Payments of the fees shall be made by the Council to the coordinator. Payments to the coordinator shall discharge the Council from its payment obligation. The coordinator must ensure that the distribution of the payments between the members of the Consortium are made without unjustified delay and in accordance with the Consortium’s internal arrangements. The coordinator may not subcontract the above-mentioned tasks. 17.5 The members of the Consortium must have internal arrangements regarding their operation and co-ordination to ensure that the action is implemented properly. These internal arrangements must be set out in a written ‘consortium agreement’ between the beneficiaries, which may cover: - internal organisation of the consortium; - distribution of the Council payment(s); - additional rules on rights and obligations related to pre-existing rights and results (including intellectual and industrial property rights), specifying the owner and persons that have a right of use; - settlement of internal disputes; - liability, indemnification and confidentiality arrangements between the Providers. The consortium agreement must not contain any provision contrary to the contract. 17.6 Each each member of the Consortium shall sign be jointly and severally responsible for the Declaration delivery of the Services and jointly and severally liable in the event of any Breach. Where a Lead Member has been appointed the Council will be entitled to refuse to discuss questions in relation to delivery of the Services with individual Consortium Members. Any variation to said Consortium Agreement (as reproduced shall be put in Appendix IV writing to the present contractCouncil with at least one (1) month notification and the Consortium shall obtain the Council’s written consent, (which the Council shall not unreasonably withhold). The Consortium shall (if applicable) meet the Council’s legal costs in facilitating any such request. Failure by the Provider to comply with its obligations under this Clause may be regarded as a Fundamental Breach of this Agreement. This Clause shall survive termination of this Agreement and the provisions of Part H shall apply.