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CONSORTIUM AGREEMENT (in case of BID) 컨소시엄 계약 (국제입찰)
컨소시엄 계약은 국제적으로 담합 의혹이 있어 카르텔 사건으로 관련한 과징금 부과가 많으며, 피해 업체가 손해배상 소송을 제기하는 사례(기업이 Leniency Program으로 과징금 감면받아도 중간소비자의 피해에 손해배상금 지급해야함)가 늘고 있지만, 국제입찰의 업무 특성상 많이 이행되고 있습니다.
입찰과 관련된 컨소시엄 계약시 아래 샘플 계약서를 참고 바랍니다.
저희 국제법률연구원에서는 비밀유지 조건으로 International Contract Review(국제계약 검토), 협상(Negotiation), Antitrust and Competition(독점금지 및 경쟁) 현지국가 법규조사, Discovery(증거조사) ㅡ Interlocutory(질문서) ㅡ Deposition(증인들에 대한 변호사 심문) ㅡ Field investigation and Attendance investigation(현장조사 출석조사), Subpoena duces tecum(Submission order, 자료제출명령), Leniency Program(자진신고자감면) 신청, Fair Trade Commission Examination report, Power conferences and subcommittees(공정거래위원회 심사보고서에 대한 의견, 전원회의 및 소회) 변론, Unfair joint act administrative litigation(부당공정회의 행정소송), Prosecution investigation and criminal litigation, civil litigation(검찰수사, 형사소송, 민사소송), Torts(불법행위) ㅡ Punitive damage(징벌적 손해배상) ㅡ Compensatory damage(피해보상), Challenge for cause(정당한 이유가 있는 배심 기피) ㅡ Peremptory challenge(무이유부 배심 기피), Oobjection(이의신청), 화해(Sattlement) 에 법률전문 통역과 번역을 제공하고 있습니다.
CONSORTIUM AGREEMENT
This CONSORTIUM AGREEMENT (hereinafter called “Agreement”) is entered into and effective as of the (일자) day of (월), (연도) by and between:
a) (갑 회사명), a company duly organized and existing under the laws of Republic of Korea, with its principal place of business at (갑 회사주소), Republic of Korea (the “갑 회사명”); and b) (을 회사명), a company duly organized and existing under the laws of (을 국가명), with its principal place of business at ddress of (을 회사주소) (the “을 회사명”). (Both hereinafter referred to as respectively “Party”, collectively “Parties”)
RECITALS :
WHEREAS, the Buyer Group (the “CLIENT”) has invited International Invitation to Bid No. (입찰번호), Bidding Process No. (입찰진행번호 the “BID”) for (프로젝트명), located in (프로젝트 지역명 Name of Place at which Site located the “PROJECT”); and
WHEREAS, the Parties hereto have decided to submit joint proposal for the PROJECT (the “PROPOSAL”) to CLIENT, and if the PROJECT is awarded to the Parties, to execute the contract to be made between CLIENT and the Parties (the “CONTRACT”).
NOW, THEREFORE in consideration of the premises and the undertaking of the Parties herein contained, it is agreed as follows:
ARTICLE 1. - CONSORTIUM
1.1 The Parties agree to cooperate mutually and exclusively with each other by forming a consortium (the “CONSORTIUM”) for the preparation and submission of the PROPOSAL to CLIENT and, if the PROJECT is awarded to the Parties, to execute the CONTRACT.
1.2 The scope of work allocated to each Party is stipulated in Article 2 hereof. Each Party shall be responsible to undertake the works within its scope in a faithful manner and in a spirit of cooperation with the other Party for the sake of the common interests of the CONSORTIUM.
1.3 The PROPOSAL shall be prepared by the Parties, each Party being responsible for the preparation of tender documents for the BID in respect of the supplies and services allocated to it, as set forth in Article 2.
ARTICLE 2. - SCOPE OF WORKS
The respective scope of works to be undertaken by each Party under the CONTRACT shall be as follows:
2.1 (갑 회사)’s scope of works :
a) producing a proposal to CLIENT, which will be established in cooperation with PARTNER, and be signed jointly.
b) supplying CLIENT with the equipment & materials agreed under the CONTRACT.
c) arranging the project financing for construction period and cooperate with CLIENT to get a long term financing.
2.2 PARTNER’s scope of works :
a) producing a proposal to CLIENT, which will be established in cooperation with ABC, and be signed jointly.
b) supplying and/or rendering CLIENT with the equipment & materials, engineering, construction, commissioning & start-up services and supervising services, etc. under the CONTRACT.
ARTICLE 3. - LEADER
(갑 회사) shall be the leader of the CONSORTIUM.
ARTICLE 4. - LIABILITES
4.1 The Parties are jointly and severally liable towards CLIENT for the PROPOSAL and in case the PROJECT is awarded to the CONSORTIUM, for the performance of the CONTRACT.
4.2 The Parties agree that, notwithstanding any terms and conditions which may be contained in the CONTRACT such as the joint and several liabilities of Parties towards the CLIENT, each Party shall bear individually the responsibilities and liabilities to its own scope of work agreed in this Agreement.
4.3 Each Party shall bear the costs and expenses incurred by themselves for the bid preparation and following-up of PROJECT until the PROJECT is awarded to the CONSORTIUM by CLIENT, unless otherwise agreed between the Parties on cost sharing for specific activities.
ARTICLE 5. - SECRECY
Each Party shall be obliged to keep in strict confidence and to bind all of its employees to keep in strict confidence all the commercial and technical information received directly and indirectly from CLIENT and the other Party under this Agreement or in the performance of the CONTRACT and shall not at any time disclose such information to any third party and shall not use such information for any purpose other than for the performance of this Agreement and/or the CONTRACT without prior written consent of the other Party.
ARTICLE 6. - ASSIGNMENT OF AGREEMENT
No Party has the right to assign or transfer any or all of its rights and obligations under this Agreement to any third party without the prior written agreement of the other Party hereto. .
ARTICLE 7. - AMENDMENT TO AGREEMENT
This Agreement may be amended, modified or supplemented only when approved in writing by both of the duly authorized representatives of each of the Parties.
ARTICLE 8. - NOTICES
Any communication or notice made pursuant to this Agreement shall be delivered, mailed, faxed or addressed to the Parties as follows, which may be changed from time to time by the written notice to the other Party:
[PARTNER]
Address :
Attn :
Telephone : Fax:
Email
갑 회사
Address :
Attn :
Telephone : Fax :
Email :
ARTICLE 9. - VALIDITY OF AGREEMENT
This Agreement shall become effective from the date written hereinabove and shall remain valid:
a) if the PROJECT is awarded to the CONSORTIUM, until rights and obligations of the Parties under the CONTRACT are completely fulfilled towards CLIENT and all obligations under this Agreement have been fulfilled by the Parties and full and final settlement of all accounts and litigation between the Parties and other third parties, or
b) if the PROJECT is not awarded to the CONSORTIUM, until the notification by CLIENT that the PROJECT is awarded to any third party.
ARTICLE 10. – GOVERNING LAW
This Agreement shall be construed and governed by the law of the Republic of Korea.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date and year first above written.
갑 회사. 을 파트너 회사.
By : ______________________ By : ________________________
Name : Name :
Title : Title :
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