ANNEXURE C

BASIC CONSORTIUM AGREEMENT

[ INSERT PROJECT NAME] CONSORTIUM AGREEMENT

THIS AGREEMENT is made on this _____________________ day of

__________________________ 2017

BETWEEN: [INSERT NAME OF PARTY A], whose registered office is at [insert address].

AND [INSERT NAME OF PARTY B], whose registered office is at [insert address].

AND [INSERT NAME OF PARTY C], whose registered office is at [insert address].

AND [INSERT NAME OF PARTY D], whose registered office is at [insert address].

(hereinafter referred to individually as a “Party” and collectively as “the Parties”)

WHEREAS the Parties wish to co-operate in terms of the implementation of the Young Women and
Girls Economic Strengthening Programme.

AND WHEREAS this Consortium Agreement sets out the relationship between the Parties and the
organisation of the work.

IT IS HEREBY AGREED AS FOLLOWS:-

1. DEFINITIONS

1.1 In this Agreement, the following terms shall have the following meanings:

“Business Day” means any day other than a Saturday or Sunday or a public holiday in
the Republic of South Africa.

“Confidential Information” means all information that is marked as Confidential and that is
disclosed by one Party to the others for the purpose of conducting the
Project, including, without prejudice to the generality of the foregoing,
any ideas; finance; financial, marketing, development or manpower
plans; computer systems and software; products or services, including
but not limited to know-how and information concerning relationships
with other parties and all records, reports, documents, papers and
other materials whatsoever originated pursuant to this Agreement.

"Consortium" means the Parties collectively.

"Effective Date" means the date when all Parties have signed this Agreement.

“Project” means the collaborative implementation of the Global Fund Young

Women and Girls Economic Strengthening Programme.

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 “Project Manager” means the person appointed by the consortium to run the day-to-day
operation of the Project and be responsible for client liaison and
engagement, including reporting.

“Personnel” means any employee, director, agent, subcontractor or other person

engaged by a Party,

1.2 Headings contained in this Consortium Agreement are for reference purposes only and shall
not be deemed to be an indication of the meaning of the clause to which they relate.

1.3 Where the context so implies, words importing the singular number shall include the plural
and vice versa and words importing the masculine shall include the feminine and vice versa.

2. LEAD INSTITUTION

The Parties hereto agree that the [insert name institution] will be the lead institution ("Lead
Institution") and authorises it as their agent to sign agreements in their name and on their behalf in
relation to the Project.

Without prejudice to its authority to contract on behalf of the Parties in relation to the Project, the Lead
Institution agrees to take all reasonable steps in every occasion to seek and obtain the prior consent
of each of the other Parties before signing agreements for the benefit of the Project and the other
Parties.

3. PURPOSE OF THE CONSORTIUM

The purpose of the Consortium is:

 To specify the organisation of the work between the Parties in carrying out the Project and to set
out the rights and obligations of the Parties;
 To carry out the Project and to produce the Deliverables as described in a Service Level
Agreement to be entered into between the Global Fund Principal Recipient and the consortium.

4. COMMENCEMENT AND DURATION

This Agreement shall commence on the Effective Date and shall continue until the completion of the
Project on 31 March 2019.
The duration of this Agreement may be extended beyond 31 March 2019, at any time prior to that
date, by written agreement of the Parties, for such period or periods as are deemed appropriate.

5. OVERRIDING CONDITIONS

In all instances, until the completion of the Project, conditions laid down for the Project by Global Fund
Public Recipients or their successor swill override any agreement between the Parties concerning the
Project, including any terms contained in this Agreement.

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6. PROJECT RESOURCES

6.1 INVOICING/CLAIMS
Where claimable costs and expenses (that is, approved by the Project Manager) are incurred, claims
should be passed to the Project Manager as soon as they have been paid with supporting evidence of
the expenditure attached.

7. RESPONSIBILITIES OF THE PARTIES

PERFORMANCE
7.1 Each Party undertakes to each other Party to perform and fulfil on time the tasks assigned to it
by the Steering Group and all other of its obligations under this Agreement.

7.2 Each Party hereby undertakes to supply promptly to the Project Manager all such information or
documents, as the Project Manager needs to fulfil obligations pursuant to this Agreement.

7.3 Towards each other, each Party undertakes to:

7.3.1 notify each of the other Parties as a Party becomes aware of any significant delay in
performance;

7.3.2 inform other Parties of relevant communications it receives from third parties in relation to the
Project.

7.4 Each Party shall use all best efforts to ensure the accuracy of any information or materials it
supplies hereunder and promptly to correct any error therein of which it is notified.

7.5 Each Party agrees not to issue any press releases or other such publicity materials relating to
the work of the Consortium without obtaining prior approval from the other Parties.

WARRANTIES AND UNDERTAKINGS

7.6 Each Party warrants that under its contractual relationships with each of its Personnel, any
intellectual property rights arising out of or relating to work done by the Personnel for the Party
will vest in such Party and that the Personnel will have no right, title or interest, whether legal or
beneficial, in any such intellectual property rights.
Each Party acknowledges that it is and shall remain liable for the consequences of any failure
on its part or on the part of its Personnel to fulfil the tasks and work packages assigned to it
under this Agreement and shall accordingly:
7.6.1 procure and maintain its own insurance, with insurers of good repute, to cover its own liabilities
and those on behalf of its Personnel;
7.6.2 keep true and accurate records of all things done by its Personnel in relation to the tasks and
work packages assigned to it under this Agreement
7.6.3 comply and assist the Consortium, the Steering Group and the Project Manager in complying
with all relevant statutes, laws, regulations and codes of practice relating to its tasks and work
packages from time to time in force;
7.6.4 comply with all recommendations and requirements of its insurers; and
7.6.5 indemnify, keep indemnified and hold harmless the other Parties from and against all costs
(including the costs of enforcement), expenses, liabilities, injuries, direct, indirect or
consequential loss (all three of which terms include, without limitation, pure economic loss, loss

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 of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands,
proceedings or legal costs (on a full indemnity basis) and judgments which they incur or suffer
as a result of a breach of this Agreement or negligent acts or omissions or wilful misconduct of
the Party and/or its Personnel including without limitation any resulting liability the Consortium
has to the funder or to any third party.
7.7 Each Party shall be responsible for providing all appropriate facilities and services as shall be
necessary in the proper performance of the tasks and work packages, which will be entirely at
the Party’s own expense.
7.8 Each Party agrees and undertakes at its own expense to make the Personnel available to
attend a working group meeting with the Project Manager to review progress at such times and
locations as the Steering Group shall reasonably specify.

8. ADDITION OF PARTIES TO THE CONSORTIUM

Institutions may be invited to join the Consortium only by the unanimous decision of the Parties and
only after securing written confirmation from the Principal Recipient and on the condition that the new
institution becomes a party to this Agreement.

9. REMOVAL OR WITHDRAWAL OF PARTIES FROM THE CONSORTIUM

9.1 REMOVAL OF PARTIES

Without prejudice to any other rights or remedies open to the Consortium, the Project Manager may
terminate a Party’s membership of the Consortium, if the Party:
9.1.1 is in material breach of any of the terms of this Agreement and, where the breach is capable
of remedy, the Party fails to remedy such breach within 30 days’ service of a written notice
specifying the breach and requiring it to be remedied; or
9.1.2 is incompetent, commits any act of gross or persistent misconduct and/or neglects or omits to
perform any of its duties or obligations under this Agreement; or
9.1.3 fails or refuses after written warning from the Project Manager to carry out the duties or
obligations reasonably and properly required of it under this Agreement; or
9.1.4 ceases to operate its business or undertaking;
9.1.5 provides the Project Manager with any false or misleading information with regard to its ability
to perform its duties or obligations under this Agreement; or
9.1.6 has done anything which brings or might reasonably be expected to bring the Parties or the
Project or the Funder into disrepute or otherwise damage other contractors, employees,
agents, customers, other business associates or the general public including, but not limited
to, committing an act of fraud or dishonesty, whether or not connected with the Project.

9.2 WITHDRAWAL OF PARTIES

A Party may withdraw from the Consortium only with the unanimous agreement of the remaining
Parties.

9.3 CONDITIONS CONSEQUENT ON REMOVAL OR WITHDRAWAL

In the event of withdrawal or expulsion of a Party, the Consortium will be liable to meet only the cost of
any work undertaken up to the point at which a Party ceases to be a member of the Consortium. The
balance of any payments made to the Party will be returned to the nominated representative of
[insert name of Lead Institution] within 30 days of withdrawal or expulsion. In all cases, the
Consortium reserves the right of access to any work produced in the course of the Party’s work as
part of the Consortium.

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10. DATA MANAGEMENT

10.1 DATA COLLECTION

In the course of the Project, each Party is involved in the production and collection of data in the form
of [insert description]. The data are to be sent to the Project Manager and stored in an archive at
[insert name of Institution/Project Partner] (“the Project Archive”). 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 consents.

10.2 DATA MAINTENANCE

The [insert name of Institution/Project Partner] hereby undertakes to maintain the Project Archive
for the duration of the Project and for a period of at least three (3) years after the end of the Project.

10.3 DATA PROTECTION

As a member of the Consortium, each Party will be processing personal data for the purpose of the
[insert name of Project]. Each Party must be a signatory of the [insert name of Project] Data
Controllers Agreement, and must sign a Data Processing Agreement with the insert name of
Institution/Project Partner], prior to processing personal data for the purposes of the Project.

11. CONFIDENTIALITY

11.1 Each Party hereby undertakes to the other Parties that it shall procure that its employees,
agents and sub-contractors shall:
11.1.1 Keep confidential all information of a confidential nature (whether written or oral) concerning
this Agreement and the business affairs of another Party that it shall have obtained or
received as a result of the discussions leading up to or entering into or performance of this
agreement (the “Information”);
11.1.2 Not without the prior written consent of the relevant other Party disclose the Information either
in whole or in part to any other person save those of its employees, agents and sub-
contractors involved in the implementation or evaluation of the Project who have a need to
know the same for the performance of their duties;
11.1.3 Use the Information solely in connection with the implementation of the Project and not
otherwise for its own benefit or the benefit of any third party.
11.1.4 These provisions above shall not apply to the whole or any part of the Information to the
extent that it can be shown by the receiving Party to be:
11.1.5. Known to the receiving Party prior to the date of this Agreement and not obtained directly or
indirectly from any other party; or
11.1.6 Obtained from a third party who lawfully possesses such Information which has not been
obtained in breach of a duty of confidence owed to any party by any person; or
11.1.7 In the public domain in the form in which it is possessed by any other party other than as a
result of a breach of a duty of confidence owed to such other party by any person; or
11.1.8 Required to be disclosed by legal process, law or regulatory authority.
11.2 Each Party hereby undertakes to the other Parties to make all relevant employees, agents
and sub-contractors aware of the confidentiality of the Information and provisions of this
clause and without prejudice to the generality of the foregoing to ensure compliance by such
employees, agents and sub-contractors with the provisions of this clause.

12. TERMINATION

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12.1 TERMINATION OF FUNDING
This Agreement shall terminate immediately with no liability between the Parties should the Funding
Agreement terminate for any reason whatsoever, unless the Parties, by means of written agreement,
decide to continue it.

12.2 TERMINATION BY MUTUAL AGREEMENT

This Agreement may be terminated at any time by the unanimous written agreement of the Parties.

12.3 RIGHTS OF PARTIES

The termination of this Agreement, howsoever arising, is without prejudice to the rights, duties and
liabilities of the Parties accrued due prior to termination. The provisions in this Agreement, which
expressly or impliedly have effect after termination, shall continue to be enforceable notwithstanding
termination.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 This Agreement shall be governed by and construed in accordance with the laws of the
Republic of South Africa and the parties irrevocably agree that any dispute arising out of or in
connection with this Agreement will be subject to and within the jurisdiction of the South
African courts.

13.2 The Parties agree to use best efforts to resolve disputes in an informal manner. Where the
Parties agree that a dispute arising out or in connection with this Agreement would best be
resolved by the decision of an expert, they will agree upon the nature of the expert required
and together appoint a suitable expert by agreement.

13.3 Any person to whom a reference is made under Clause 15.2 shall act as expert and not as an
arbitrator and his decision (which shall be given by him in writing and shall state the reasons
for his decision) shall be final and binding on the parties except in the case of manifest error
or fraud.

13.4 Each party shall provide the expert with such information and documentation as he may
reasonably require for the purposes of his decision.

13.5 The costs of the expert shall be borne by the parties in such proportions as the expert may
determine to be fair and reasonable in all circumstances or if no determination is made by the
expert, by the parties in equal proportions.

14. GENERAL PROVISIONS

14.1 SOLE AGREEMENT

Subject to Clause 5 this Agreement contains all the terms which the Parties have agreed in relation to
the subject matter of this Agreement and supersede any prior written or oral agreements,
representations or understandings between the Parties relating to such subject matters.
No Party to this Agreement has been induced to enter into this Agreement by a statement or promise
which it does not contain save that this clause shall not exclude any liability which one party would
otherwise have to the other in respect of any statements made fraudulently by that party.

14.2 SCHEDULES
The Schedules shall have the same force and effect as if expressly set in the body of this Agreement
and any reference to this Agreement shall include the Schedules.

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14.3 WAIVER
No failure or delay by any Party to exercise any right, power or remedy will operate as a waiver of it
nor will any partial exercise preclude any further exercise of the same, or of some other right, power
or remedy.

14.4 SEVERABILITY
If any clause or part of this Agreement is found by any court, tribunal, administrative body or authority
of competent jurisdiction to be illegal, invalid or unenforceable then that provision shall, to the extent
required, be severed from this Agreement and shall be ineffective without, as far as is possible,
modifying any other clause or part of this Agreement and this shall not affect any other provisions of
this Agreement which shall remain in full force and effect.

14.5 FORCE MAJEURE

No Party will be deemed to be in breach of this Agreement, nor otherwise liable to the other for any
failure or delay in performance of this Agreement if it is due to any event beyond its reasonable control
other than strike, lock-out or industrial disputes but including, without limitation, acts of God, war, fire,
flood, tempest and national emergencies and a Party so delayed shall be entitled to a reasonable
extension of time for performing such obligations.

14.6 ASSIGNMENT
Save as permitted for under this Agreement, neither this Agreement nor any of the rights and
obligations under it may be sub-contracted or assigned by any party without obtaining the prior written
consent of the other parties. In any permitted assignment, the assignor shall procure and ensure that
the assignee shall assume all rights and obligations of the assignor under this Agreement and agrees
to be bound to all the terms of this Agreement.
14.7 VARIATION
This Agreement may be amended at any time by written agreement of the Parties. No variation to this
Agreement shall be effective unless in writing signed by a duly authorised officer of each of the written
Parties. Any variation during the term of the Project shall be subject to the approval of the Funder.

14.8 NOTICE
Any notice in connection with this Agreement shall be in writing and may be delivered by hand, or by
e-mail, addressed to the recipient at its registered office or its address or facsimile number as the
case may be (or such other address, or facsimile number as may be notified in writing from time to
time).

Thus done and signed by the [PARTY A – LEAD INSTITUTION]

by …………………………………………………………………………………………………………………..

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at ……………………………. this ……………………………….…..day of ……….…………….….2017

………………………………………………………………………………………………………………….

Signed for [PARTY A - LEAD INSTITUTION]

Thus done and signed by the [PARTY B]

by …………………………………………………………………………………………………………………..

at ……………………………. this ……………………………….…..day of ……….…………….….2017

………………………………………………………………………………………………………………….

Signed for [PARTY B]

Thus done and signed by the [PARTY C]

by …………………………………………………………………………………………………………………..

at ……………………………. this ……………………………….…..day of ……….…………….….2017

………………………………………………………………………………………………………………….

Signed for [PARTY C]

Thus done and signed by the [PARTY D]

by …………………………………………………………………………………………………………………..

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at ……………………………. this ……………………………….…..day of ……….…………….….2017

………………………………………………………………………………………………………………….

Signed for [PARTY D]

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