The Basics of "Other Transactions" - Consortium Rules
Most OTs are issued to a consortium instead of a single recipient. Before the consortium enters into an OT, the government agency will require the consortium submit "Articles of Collaboration" or an equivalent document. This agreement, which is separate from the OT agreement, will set forth relative rights and responsibilities of the members of the consortium that will perform the OT research or prototype project. There is no prescribed format for this agreement but it generally addresses how the members will relate with one another and, at a minimum, should provide: (1) the name of the consortium (2) who is authorized to negotiate on behalf of the consortium (3) who is authorized to sign the OT agreement and modifications (4) technical and business goals (5) the time period the articles are in effect (6) the management and organization structure of the consortium (e.g. who makes decisions, voting rights, etc.) (7) administrative and payment responsibilities (8) pertinent terms and conditions such as procedures for handling proprietary information, basis to terminate the agreement, member rights in intellectual property and disputes resolution.
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