In a consortium agreement or project agreement (interchangeable terms for the same type of agreement), the project partners, also referred to as the project group, lay down the conditions under which they will carry out the project jointly. A consortium includes all partners who actively contribute to the implementation of the project. These partners are referred to as the project partners and thus effectively cooperate with each other. The project partners are often mentioned as co-applicants in grant applications with ZonMw.
If granted, ZonMw requests the agreements to assess the conformity of the agreements with the applicable European law on state aid and the general grant provisions of ZonMw. The agreements made should not lead to the granting of direct or indirect unlawful state aid. In the event of a positive assessment, ZonMw will accept the agreement.
ZonMw is not part of the consortium agreement. For assistance in the preparation of a consortium agreement, researchers may contact the Legal Department, the Valorisation Department, or the Technology/Knowledge Transfer Office of their organisation.
The consortium agreement must stipulate at least the following:
ZonMw will not accept a consortium agreement that stipulates the commercial value of future project results. The parties may make arrangements concerning how and under what conditions they will negotiate the transfer of or access to the future project results. The same condition may be applied to any sponsorship agreement and all underlying agreements (licensing agreements pertaining to background intellectual property) insofar as they have a bearing on the assessment of arrangements concerning project results.
The agreement(s) will be assessed for compliance with the EU law on state aid and with ZonMw’s general grant terms and conditions. As an independent administrative body, ZonMw is obliged to assess the risk that unlawful state aid will be provided. Acceptance of the consortium agreement by ZonMw does not absolve the grant recipient of its responsibility to prevent any violation of European state aid law.
A model agreement has been developed to help researchers and TTOs draft an agreement and make transparent what ZonMw considers important in this respect.
Please refer to sample agreement (pdf) or sample agreement (Word) for help with drafting a consortium and/or sponsor agreement.
For advice and assistance in drafting a consortium agreement, ZonMw refers researchers to the Legal Department, Valorisation Department or Technology/ Knowledge Transfer Office, or TTO/KTO, of their organisation. All universities have a valorisation department. The aim of this department is to facilitate and promote interaction between academic researchers and external parties, including companies. Each valorisation department or TTO/ KTO has its own name and working methods and offers its own services. Click here for an overview of TTOs per university or UMC.
Most of the grants that ZonMw offers are classified as financial support from the government. This means that ZonMw has to comply with European state aid law. When public authorities grant aid to undertakings1, such aid may distort competition. This may negatively affect trade between member states. That is why state aid is almost always prohibited. In the so-called De- Minimis Regulation, EU Regulation No. 1407/2013 of the Commission dated 18 December 2013, the European Commission states that aid, such as grants, up to a certain threshold does not affect trade between member states and does not distort competition. Amounts up to this threshold are therefore not considered to be state aid within the meaning of the Treaty on the Functioning of the European Union. The maximum amount of de-minimis aid which may be granted to any one independent undertaking over any period of three consecutive fiscal years shall not exceed €200,000. These rules do not apply to services of general economic interest.
Where it is possible to work under the de-minimis regulation, this is explicitly stated in a call for proposals. When presenting their full proposal, the undertaking or undertakings must present a De Minimis Aid Declaration, in which the undertaking declares all de-minimis aid granted to them during the previous two tax years and the current tax year. PLEASE NOTE: You must download the file to your computer to be able to use it. Every undertaking receiving a grant should present this declaration. ZonMw will only be able to provide the grant after receipt of this statement. ZonMw assumes that the de-minimis declaration has been filled in completely and truthfully.
It is important for undertakings to check carefully that they do not exceed the de-minimis threshold. Acting in contravention of European state aid rules may, in the worst-case scenario, lead to recovery of the aid granted.
1. An undertaking is an entity in any legal form whatsoever that is engaged in an economic activity