Author: Gabriella Lovasz
DESCA (Development of a Simplified Consortium Agreement) is a comprehensive Model Consortium Agreement which offers a reliable frame of reference for project consortia. MCARD is the model consortium agreement developed by DIGITALEUROPE, whose members include IT, telecom and consumer electronics companies and national associations from every part of Europe.
You probably know that DESCA is favoured by the research community and mostly used in research and innovation actions (RIA) and coordination support actions (CSA). MCARD, on the other hand, is favoured by the industry and is used mostly in Innovation Actions (IA) if the coordinator is coming from the industry.
In this post we are trying to summarise the top differences you need to know between the two models. You will see why these changes make them more favourable for one or the other community.
Both start with the Definitions section: while DESCA stays standard, MCARD has more definitions and is more specific. What would you even need to define in your Consortium Agreement? For instance, what you consider as a force majeure, or internal research, or any other concept different partners might have a different understanding of.
Section 4: General principles and data protection
There’s this one difference that usually throws everybody off when it comes to general principles: “promptly” versus “in a timely manner”. Which one means what? Are they similar? “Promptly” in DESCA means right away, while in MCARD, “in a timely manner” can be either flexible or very strict.
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CA section |
DESCA |
MCARD |
|
4.1 General principles |
Each Party undertakes to notify promptly ... |
Each Party undertakes to notify in a timely manner ... |
As for GDPR, data protection provisions should be integrated according to the level of relevance in your project. The only difference here between the two models is the location of these provisions in the agreement.
|
CA section |
DESCA |
MCARD |
|
4.4 Specific responsibilities regarding data protection |
New section because of GDPR |
A whole section 11 is allocated to this issue, so it is more detailed |
Section 5: Contractual liability and export control
You also need to define how much a partner is liable if they cause damage to other partners – so the difference here is in the amount for which a partner is liable. An extra tip from us: always consider the level of trust among partners and balance in budget distribution when you think about liability.
|
CA section |
DESCA |
MCARD |
|
5.2 limitations to contractual liability |
Wording adjusted – once or twice the party’s share |
Twice the party’s share or 500.000 EUR |
Export control is about goods, software, and technology that can be used for both civilian and military applications, including intangible and invisible transfer of know-how. If this is relevant in your project, then consider that DESCA offer such optional article where you can lay out relate provisions, while MCARD does not include such an article by default.
Section 6: Governance structure
It would also be useful to define governance structure – meaning governing bodies in your project and their roles. The DESCA and MCARD propose different structures by default, however, make sure you select the structure most suitable for the size of your consortium, and considering potential complex decisions to be made.
|
CA section |
DESCA |
MCARD |
|
6. Governance structure |
Simpler structure – only General Assembly. Hybrid meetings and virtual meetings considered. How to make a decision without a meeting is included and useful. |
Same structure proposed – General Assembly and Executive Board |
Of course, there are more differences to watch out for in the two models, and I will come back with the second part of this blog very soon to continue our discussion.
In the meantime, I invite you to check out our new webinar on Horizon Europe legal – from Grant Agreement to Consortium Agreement, on April 12. My co-trainer and I will discuss with you the two models, what a good Consortium Agreement looks like and how it can save you in problematic situations. Check out the agenda and register here.
Continue reading this blog series; Part II. is available here
