1. Model Grant Agreement vs Consortium Agreement
Jana KRATĚNOVÁ, TC AS CR
Gonzalo AREVALO, ISCIII
Rome, 28th October 2015
Legal and Financial Framework in H2020 Proposals

2. TOPICS TO BE COVERED MGA MGA vs CA MGA generally MGA – Amendment CA
CA HNN 2.0
Rome 10/28/2015

3. Model Grant Agreement vs Consortium Agreement
GA and CA are differnt documents, But they are very related and somehow should tend to be mimetic
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4. Model Grant Agreement vs Consortium Agreement
Internal arrangements between beneficiaries —Consortium agreement
The beneficiaries must have internal arrangements regarding their operation and coordination 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;
management of access to the electronic exchange system;
distribution of EU funding;
additional rules on rights and obligations related to background and results
settlement of internal disputes;
liability, indemnification and confidentiality arrangements between the beneficiaries.
The consortium agreement must not contain any provision contrary to the Agreement.
Art 41.3 MGA
Rome 10/28/2015

5. GA prevails over the CA
In case of discrepancy GA clauses prevails over the CA articles. Within the GA the prevalence order is:
GRANT AGREEMENT:
TERMS AND CONDITIONS
ANNEX II
ANNEX I
CONSORTIUM AGREEMENT
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6. From the Proposal to the GA
Title, Acronym, CoCo, Duration,…
A-2
PaCo’s,
% Funding rate,
Info for access forms
A-3
Annex 2: Estimated Budget
Proposal Part B
Annex 1: Description of the Action
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7. From the GA to CA Beneficiaries Signatories of the CA
2.2 Measures to max Impact
2.2.a Exploitation and Communication
Section 9: Results
Section 10: Access Rights
3.1 Work Plan:
WPx Coordination
WPy Exploitation and Comm
Sections:
4. Responsibilities of Parties
6. Gov Structure
3.2 Mgmt structure & Procedures:
3.2.1 Organisation structure
3.2.2 Decision Making
3.2.3 Comm & Reporting
3.4 Resources to be commited:
Sections:
4. Responsibilities of Parties
6. Gov Structure
8. Financial Provisions
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8. Grant Agreement Main Structure
TERMS AND CONDITIONS
Annex I: Description of the action
Annex II: Estimated budget
Annex III: Accession Forms
Annex IV: Model Financial statements
Annex V: Model Certificate on the financial statements
Annex VI: Model Certificate on the methodology
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9. Grant Agreement Main Structure
TERMS AND CONDITIONS
There is not any longer special clauses to add, but:
Different MGAs, IE: RIAs & IAs, EJPs, PCP&PCI, SME Instrument (linked to the topic)
Some specific articles/clauses are activated (action needed during the grant preparation!)
Annex I: Description of the action
Annex II: Estimated budget
Annex III: Accession Forms
Annex IV: Model Financial statements
Annex V: Model Certificate on the financial statements
Annex VI: Model Certificate on the methodology
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10. Amendments to the GA
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11. Amendment conditions
Amendments may not result in changes that — if known before awarding the grant — would have had an impact on the decision to award it.
Those are mostly changes that:
may have had an impact on the assessment of the applicant with regard to the eligibility and selection criteria
breach the principle of equal treatment of applicants
involve modifications in the action and/or budget which may have affected the assessment with regard to the award criteria established in the call
do not comply with the FR, RAP, RforP, or provisions of the GA itself
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12. When? Generally before the end of the action
Amendments (more)
When? Generally before the end of the action
Who? Generally the Coordinator
How? Through the Part. Portal
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13. Typical Cases that need an Amendment
Removal of a beneficiary whose participation is terminated
Adding a new beneficiary
Change of beneficiary due to a partial takeover
Removal or addition of a linked third party
Coordinator changes: Coord, bank data, Auth to administer, ..
(Substantial) Change in Action Implementation: Annex 1, Title, Starting, Duration, progress reports, …
(Substantial) Budget Changes: Form of Costs, Significaticant budget shifts
Gonzalo, concerning bank data it is only – bank account and IBAN, not e.g. bank address, branch address, etc. I am writing it here just because I added this issue as a question within exercise.
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14. Typical Cases that do not need an Amendment
Budget transfers amongst beneficiaries and cost categories (1) (2)
Name or address of Coord/beneficiary
Changes due to an UTRO (except Coordinator)
Some bank details (name, address, Acc holders)
Without changing the nature of the action
If they do not imply change of costs model (ie actual costs to unit costs)
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15. Typical Cases that do not need an Amendment
Budget transfers amongst beneficiaries and cost categories (1) (2)
Name or address of Coord/beneficiary
Changes due to an UTRO (except Coordinator)
Some bank details (name, address, Acc holders)
Without changing the nature of the action
If they do not imply change of costs model (ie actual costs to unit costs)
As far as changes are bigger, the recommendation to inform/check with the PO is stronger
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16. requests additional info/docs
Amendment procedure
HOW?
agrees
via PP
The other party
within 45D
disagrees
Change of request?
requests additional info/docs
Request for amendment
via PP
new 45D deadline applies
does not react
X FP7
rejection
EC(Agency.)/
Coo (Beneficiary)
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17. Amendment Request to amend GA shall include
Reasons, supporting docs, in some cases Coo opinion
Enters into force = becomes binding
Day of signature by the receiving party
Takes effect = starts to be applicable as amended
The same day as enters into force, or
Later as indicated (agreed) in the amendment
Earlier (retroactivity) as indicated (agreed) in the amendment. (recomm. check with the PO beforehand)
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18. EXERCISE I. Change of Beneficiary’ s bank details
AMENDMENT IS/IS NOT NEEDED IN THE FOLLOWING SITUATIONS:
Y/N
Change of Beneficiary’ s bank details
Change of beneficiary’s address/location to South Korea, thus not being eligible for EU funding anymore
Change of Coo
Change of the name of the bank where Coo has its account
Minor change of the action tasks
Transfer of budget from Coo to Beneficiary which has significant impact on DoA
Introduction of new subcontracting costs not foreseen originally
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19. MGA
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20. EXERCISE II.
H2020 project HealthCon started on 1st February 2014 and shall last for 36 months. Consortium is in delay with fulfilling action tasks and thus whishes to prolong the action so that the action shall last for 39 months in total.
Why is amendment necessary?
A couple of consortium partners whishes that Beneficiary ABC submits an amendment request to the EC on behalf of the consortium. Is it possible?
Rome 10/28/2015

21. EXERCISE II.
After submitting am. request and before EC decision on it the consortium finds out even 39 months will not be enough to finish the action and would like to prolong the action in other 3 months, i.e. 42 months in total. How can the consortium proceed?
Provided EC does not agree with the action prolongation, how the EC can act in this situation.
EC signs am. request on 15th Jan There is mentioned later applicability of amended GA, in particular as of 1st Feb When exactly does the GA become binding and when does the GA take effect?
Rome 10/28/2015

22. Consortium Agreement WHAT
Written contract among beneficiaries to cover internal arrangements regarding action operation and coordination
WHY
MGA requires – art. 41.3
Exception – otherwise stipulated in the WP
WHEN
Should be before the signature of the GA
Rome 10/28/2015

23. Consortium Agreement WHAT
Written contract among beneficiaries to cover internal arrangements regarding action operation and coordination
WHY
MGA requires – art. 41.3
Exception – otherwise stipulated in the WP
WHEN
Should be before the signature of the GA
Rome 10/28/2015

24. Consortium Agreement WHAT
Written contract among beneficiaries to cover internal arrangements regarding action operation and coordination
WHY
MGA requires – art. 41.3
Exception – otherwise stipulated in the WP
WHEN
Should be before the signature of the GA
HOW
Paper version, not via PP
Using models is possible
Rome 10/28/2015

25. Consortium Agreement Models
DESCA
MCARD
EUCAR
Rome 10/28/2015

26. Consortium Agreement HNN 2.0 project
DESCA
General provisions – liability, appl. law, disputes settlement, confidentiality,…
IPR – background and results
Finances – distribution of EU funding
Project management , governance structure
Rome 10/28/2015

27. Consortium Agreement HNN 2.0 project
Project management – dealt with in
HNN 2.0 CA – esp. section 6, also section 4 GA
Art gen. obligation to properly implement the action;
Art full responsibility of beneficiaries for implementing the action including joint and several liability for technical implementation of the action;
Art 41.2 – each beneficiary obligations (e.g. inform Coo on any circumstances likely to affect/delay the action) and Coo’ s obligations (e.g. monitor proper implementation, request/review/verify completeness and correctness of any documents or information)
Rome 10/28/2015

28. Consortium Agreement HNN 2.0 project
Project management – dealt with in
GA –Annex I.
2.3.2 Management structure and procedures (proposal section 3.2)
Organizational structure and distribution of responsibilities – Consortium, Core Consortium (WPLs), Coo and project manager, Board of SC1 NCPs
Decision making and management procedures
Project communication and reporting
Quality assurance and assessment of progress and results
Rome 10/28/2015

29. Consortium Agreement HNN 2.0 project
Definition
Members
Consortium
Main ultimate-decision making body
All
Core Consortium
Supervises the action, reports to Consortium
Coo + WPLs
Coo and PM
Project management, monitoring progress,…
PM to be hired by Coo
Board of SC1 NCPs
Consultative body, supports activities of the action
Non-consortium members appointed by Core Consortium
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30. Consortium Agreement HNN 2.0 project
Consortium - decides on all proposals of Core Consortium, its own proposals and:
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31. Consortium Agreement HNN 2.0 project
A party breaching its obligations under CA/GA (Art 4.2):
Identification of breach by Consortium
Written notice from Coo – 30 cal. Days
Breach is substantial + not remedied/not capable of remedy
A Party may be declared to be a Defaulting Party
Consequences
Consortium - decides on all proposals of Core Consortium, its own proposals and:
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32. Consortium Agreement HNN 2.0 project
Core Consortium
Prepares meetings
Proposes decisions
Collects info at least every 6 months on the progress of the project
Appoints Board of SC1 NCPs, …
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33. Consortium Agreement HNN 2.0 project
Coo
Monitors fulfilment of obligations by parties
Collects, verifies, submits reports
Administers fin. contribution
Shall not be entitled to act or to make legally binding declarations on behalf of any other Party or of the consortium, unless explicitly stipulated otherwise in GA or CA
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34. Consortium Agreement HNN 2.0 project
Decision making process
1 member = 1 vote
Quorum = 2/3 of all members
Adopting decision = consensus or 2/3 of (present/represented) votes
If the quorum is not reached, the chairperson of the Consortium Body shall convene another ordinary meeting within 15 calendar days. If in this meeting the quorum is not reached once more, the chairperson shall convene an extraordinary meeting which shall be entitled to decide even if less than the quorum of Members are present or represented.”
Rome 10/28/2015

35. Consortium Agreement HNN 2.0 project
Decision adopting
During meetings
In person, teleconference,…
Without meetings ( )
Different rules – written document to circulate, … 2/3 of all Members …
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36. Consortium Agreement HNN 2.0 project
Veto right
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37. EXERCISE III.
Which of the decisions taken by the Consortium (Art HNN 2.0 CA) need to be approved by the EC, i.e. amendment needs to be introduced?
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38. EXERCISE IV.
Partner A in Horizon 2020 project submits its deliverable in time. After reviewing the deliverable, the Coo claims the technical information presented in the deliverable does not concern Partner A tasks as described in Annex I and thus it is unrelated to the action. Partner A does not agree and is not willing to re-draft the deliverable.
Is Coordinator allowed to withhold advance payment to Partner A? Why yes/not? (8)
Relevant consortium body decides the Partner A acting is a substantial breach of CA and GA. Can Partner A´s participation be terminated in the project? (4, 6)
Can the budget for the respective work of Partner A be removed and transferred to Partner B in order to prepare proper deliverable? (6)
Please use HNN 2.0 CA to answer the questions.
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39. THANK YOU FOR YOUR ATTENTION 
Gonzalo Arevalo
Jana Kratěnová
This project has received funding from the European Union’s Horizon 2020 research and innovation programme
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