GUIDE TO COLLABORATION
AND PARTNERSHIP WORKING
Contents
An Introduction to Partnerships ............................................................................................................. 2
Introduction ........................................................................................................................................ 2
How this guide may help? ................................................................................................................... 2
Why work in Partnership? .................................................................................................................. 2
Forming a consortium ......................................................................................................................... 3
Developing a Partnership ........................................................................................................................ 3
Considerations .................................................................................................................................... 3
Development Phase ............................................................................................................................ 4
Partnership Process Map .................................................................................................................... 6
Identifying partners ............................................................................................................................ 7
Partnership Task Analysis .................................................................................................................... 7
Partnership Examples.......................................................................................................................... 8
Legal aspects of Partnerships.................................................................................................................. 8
Legal Considerations ........................................................................................................................... 8
Contractual Framework ...................................................................................................................... 9
Contractual Considerations .............................................................................................................. 10
Legal Structures .................................................................................................................................... 11
Company Limited by Guarantee (CLG).............................................................................................. 11
Charity ............................................................................................................................................... 11
Company Limited by shares (CLS) ..................................................................................................... 12
Community Interest Company (CIC) ................................................................................................. 12
Limited Liability Partnership (LLP)..................................................................................................... 13
If you decide it’s not for you ................................................................................................................. 13
Disclaimer.............................................................................................................................................. 13
Further Advice and Support .................................................................................................................. 13
APPENDIX 1 – CONTRACT TERMS ......................................................................................................... 14
An Introduction to Partnerships
Introduction
This document is a guide to partnership working and legal issues involved in establishing a
partnership or consortium. The guide has been developed for voluntary and community
sector organisations and social enterprises in Scotland.
Collaborative working is partnership between two or more organisations. Organisations can
work together in a number of ways from joint delivery of projects, through to funding and
delivering contracts. Collaborative working can be for a fixed time for delivery of a project or
on a permanent basis.
Common words to describe partnerships:
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Collaboration
Partnership venture
Joint working
Consortium
Consortia bidding
How this guide may help?
This guide aims to help you to decide whether to embark on a partnership by compiling key
considerations. It has a focus on supporting organisations that are new to partnership working
or are considering establishing a consortium. The legal issues covered in this guide are of a
generic nature.
Why work in Partnership?
You may identify a project or funding opportunity that interests you, but which you know you
cannot deliver because of the size or scale of activity involved. Entering into a partnership
might be the most appropriate method to enable you to respond to such an opportunity.
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You recognise that you cannot gain access to a project or funding without partners.
You are approached to partner another organisation because of your expertise.
The specific issue that needs to be resolved requires a range of partners to work
together to develop the solution.
One driver behind partnership development is that it allows for greater economy of scale,
efficiency and effectiveness. Partnerships can be composed of organisations from a variety of
sectors – e.g. could combine social enterprises with social enterprises, or voluntary
organisations or involve a mixture of public, private, social enterprises and voluntary
organisations.
Effective partnerships take time to develop. It can be the case that where partnerships are
rushed because of an imminent tender or funding opportunity, then can problems arise once
the project is secured. You will have to be prepared for this, the earlier you identify partners
the easier it will be to complete funding applications and deliver projects successfully.
Forming a consortium
Before taking any steps in the development of a consortium to tender for a public service
contract, or extending your operations to working closely with others, there are some key
considerations about your own organisation on which you should be clear:
Who you are – what are your vision and values?
What is your aim – what drives you or motivates you?
Why you want to extend your operations - including what do you wish to achieve?
How you will measure your success – what targets and goals have you set?
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Forming a consortium for the purpose of entering into a project to deliver public services or
extend your operations is in many respects like developing any other business relationship
and will require proper evaluation.
If the relationship is to be satisfactory for all parties, it requires:
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A shared vision;
Strong leadership;
Clear communication;
Awareness of organisational cultural differences;
Sound policies, procedures and management systems;
Well-defined objectives;
Developing a Partnership
Considerations
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Your decision making process should encourage you to think through all the
implications before you start working collaboratively.
With planning, you can manage the risks.
Consideration of what is best for beneficiaries and your organisation should underpin
your decision making.
Allow yourself enough time to make an informed decision for your organisation.
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It is better to consider roles and responsibilities early in the process, this will help you
make an informed decision whether to proceed with the partnership.
Development Phase
1. Take time to build understanding and trust - There is no shortcut to investing in
relationships. Building trust and understanding in a business setting takes time. Each
partner needs to understand what the other has to offer and what their combined
resources can achieve.
2. Mutual Benefits - Partnerships can be time consuming but the return on involvement
can be huge. Understanding the benefits of a partnership and aligning goals with
partner organisations will help deliver mutual success.
3. Get the right people involved - Consistent representation at the appropriate level is
vitally important. A lack of continuity in who attends meetings makes it impossible to
deliver targets and sustain progress.
4. Establish roles and responsibilities - All the evidence on effective partnership working
points to the importance of establishing clear roles & responsibilities and identifying
lead and support partners.
Key questions for your organisation to consider when exploring collaborative working:
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Will there be measurable benefits to service users and beneficiaries?
Will there be cost savings for your organisation?
Will collaboration increase your potential income?
Will collaborative working ‘add value’ to your organisation’s work which justifies the
time, effort and money invested in the collaboration?
What will you lose by working on your collaborative project?
Do you risk ‘mission drift’ because collaborating would mean moving away from your
organisation’s main aims?
Will the structure of your organisation be affected by the change and, if so, how will
you deal with the long-term implications?
Will collaboration change your organisation’s other existing relationships?
There are a number of Opportunities and Threats to consider when entering into a
partnership, particularly when you are bidding for work or delivering projects as part of a
consortium:
OPPORTUNITIES/STRENGTHS
THREATS/WEAKNESSES
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The consortium will enable partners to
share relevant skills, experience and
expertise in a way that complements
one another.
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You might find that some organisations
are not used to a partnership ethos and
it may take time to develop a common
understanding.
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It will give you the opportunity to
access knowledge that you might not
otherwise have in terms of service
delivery.
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Partners may have a specific unique
selling point that you do not have. They
may also deliver in other geographical
areas to you. This will increase the
scope of delivery whilst not over
stretching your own resources.
Although partnerships allow for shared
risks between partners, you are likely
to need legal advice to ensure that the
structure of the consortium is fit for
purpose.
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If you are the lead partner, then you
may be responsible for 100% of the
project delivery.
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You need to be clear about financial
arrangement in terms of project
delivery. Finances will normally need
to be administered by the lead partner.
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There may be a lack of recognition for
your organisation amongst a large
partnership.
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As a consequence of sharing your
expertise and capabilities you can
increase your chances of winning
contracts or accessing funding.
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The consortium approach allows for
shared development costs – which
might represent a significant reduction
in overheads in relation to delivering a
project.
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The potential risk associated with
delivering a particular project is spread
across the partners.
Partnership Process Map
SCOPING
- what is the
vision? Consider why you
need a partner/s, does it
strengthen your
organisations skills and
capability to deliver services
PLANNING - Developing
IDENTIFYING -
goals and objectives will
build understanding and
help identify strengths and
weaknesses from the outset
MANAGING - Creating
IMPLEMENTING -
coherent Project Plans will
keep you on track and help
identify slippage on project
activities
a structure that is suitable
for all partners. Being
transparent and accessible
to all partners and
stakeholders will remove
uncertainty and suspicion
MEASURING - Is the
REVIEWING - Revisit the
partnership achieving its
goals? Include measurable
outcomes and impact on
client/beneficiaries/commun
ity
POTENTIAL OUTCOME
Securing additional
resources for your
organisation - Creating
efficiencies reducing costs Developing organisations
skills and abilities
BUILDING - Agreeing
Identifying partners early in
the process will save time
and help assess the
compatibility of each
organization and their
values
partnership goals, is it still
relevant and effective do you
need to change the
partnership or conclude
amicably
POTENTIAL OUTCOME
Expanding the scale of
capacity to deliver Improving the co-ordination
and quality of servicesCreating new ideas and
services through
collaborative thinking and
doing
Project commencement.
Working to agreed
partnership objectives will
ensure activities are
delivered in line with
partnership vision
EXITING - If the
partnership is to conclude.
How will you exit, develop an
amicable exit process and
communication protocol
POTENTIAL OUTCOME
Making services more
responsive to
community/user experiences
and views - Improving long
term sustainability of
services - Better outcomes
for your clients/community
Identifying partners
You may have in mind potential partners that you already know and trust.
It is still worth asking key questions to ensure that your assumptions about the organisation
are correct. Comparing organisational culture and working practice is as important as
structure or management.
Is your organisation compatible with your potential partners?
Do you have clear shared aims for the partnership?
Do you and your partner see your respective inputs and outputs as fair?
Do other organisations have experience of working with them?
Think about the other organisation’s charitable objects, culture, governance,
organisational structure, policies, financial resources and funding base
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Can any areas of incompatibility be overcome?
 What are the strengths and weaknesses of each organisation?
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Partnership Task Analysis
The partnership analysis below will help identify the strengths and capacity to deliver individual
project activities. It is a self-analysis for each partner organisation to complete. It will help
identify project leads for each key project activity. It can also be used to identify an overall
lead partner if one is required.
Activity List
Envoy CIC
Strength
e.g Marketing
High
Delivery
Capacity
High
Blue Square
Strength
Moderate
Delivery
Capacity
Low
Community Regen
Strength
Low
Lead
Delivery
Capacity
Low
For strengths consider – skills, experience and ability to develop and manage the activity.
For delivery capacity consider – staff time, materials, resources and project timescales.
Envoy
CIC
Partnership Examples
Development Coll (DC)
Development Coll delivered the first ever Coll Bird Festival through their commercial hostel, Coll
Bunkhouse, in partnership with the Royal Society for the Protection of Birds, the British Trust for
Ornithology and the Scottish Ornithologists’ Club.
The organisation had identified the potential to increase wildlife tourism to the island by hosting an
event that would appeal to and attract the types of visitor inclined to come to Coll. Whilst DC had
the natural environment and the facilities to host such an event, they lacked the expertise required
to inform and educate visitors, which is where the partners came in. Guided walks, talks and boat
trips were delivered with partner organisations leading the activities which were coordinated,
marketed and sold by DC. Following the initial festival, all parties took part in a debrief to outline
key learning points and make improvements for the following year.
Home-Start
The Home-Start partnership in Aberdeenshire was made up of five separate organisations Home-Start
Deeside, Deveron, Garioch, KIncardine and North East Aberdeenshire. It was created to develop a joint
delivery service in order to tender for ‘The Provision of Childcare & Family Learning Support Services’.
Historically the service was managed separately through Service Level Agreements between
Aberdeenshire Council and the five Home-Start organisations. The tender was successfully submitted
and the contract awarded to the Home-start partnership.
The consortium was supported to identify key roles and responsibilities and to help identify a lead
partner. A Memorandum of Understanding (MoU) was created to develop the collaborative approach
including – Purpose and Scope, Objectives, Roles & Responsibilities, Values, Managing the consortium
and Communications.
Legal aspects of Partnerships
Legal Considerations
When working in partnership it is important to establish whether the arrangement will be
governed by an agreement or take a more formal step to incorporate the partnership as an
entity in its own right.
Whether or not it would be desirable to form a separate entity, through which the project
would be run, as opposed to relying upon contractual rights. If the decision is taken to
establish a separate body as the vehicle for the project delivery, the sort of legal entity should
be carefully considered. As with any new set up the legal entity to be established will depend
upon whether or not the consortium is to be profit-distributing or non-profit distributing.
The decision as to which model to adopt will depend upon a number of considerations. For
example, if the project is intended to be of a long-term nature, there may be a need for
flexibility in responding to new developments and market opportunities as they arise, rather
than implementation being tied to a pre-set detailed contract, and that would tend to point
to use of a corporate body.
The most straightforward way to govern the arrangement is to prepare a partnership
agreement or memorandum of understanding (MoU). This can be a useful starting point for
any partnership before the decision is made to formally incorporate at a later point. The
partnership document should contain all pertinent information that relates to the project.
If the decision is taken to incorporate a separate entity for the delivery of a project, then the
parties must decide whether it is to be a profit-making vehicle or if it is to be an asset locked
entity. This would depend largely on whether it is to be a third sector organisation and
perhaps attract grant funding. It is possible to set up the entity to profit share among the
partners for financial benefit. These funds would be
The options for incorporation would be:
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Company Limited by Guarantee;
Charity;
Company Limited by Shares;
Community Interest Company;
Limited Liability Partnership.
The parties would each become members of the particular entity and each will be governed
by Companies House. Each structure requires a board who should take responsibility for the
governance and financial operation. The tax consequences should be taken into consideration
for each of the entity.
It is normal practice to prepare an MoU when entering into a partnership. This will help you
identify roles and responsibilities without you unnecessarily entering into a new legal
structure.
Contractual Framework
Is an agreement which can be used by organisations who wish to develop a collaborative
approach with others; it sets out the members, its purpose, and what has been agreed across
the parties about how the collaboration works: the rules under which it operates.
Why use one? - Written agreements aid clarity, help to define the relationship and manage
conflict. It’s important to state what your objectives are, roles and responsibilities, and what
will happen when the partnership ends.
An MoU or Partnership agreement can be a useful tool for creating the conditions for effective
collaboration, joining parties together to achieve a specific outcome, and helping to solidify
how the partnership will work. The agreement is essentially a statement of intent, agreed in
good faith by those who sign it on the basis that it is a fair and honest representation of their
intentions.
Contractual Considerations
Topic
Who are The Partners
Questions
Considerations
Who are the organisations to be
included in the partnership? How
will you identify them?
Consider creating an Expression
of Interest linked to the
project/funding specification.
Do you need a Lead Partner?
Is there one partner who is going
to play a greater (Lead) role in the
partnership? You normally need a
Lead partner when bidding for
contracts or funding.
Aims and objectives of the
partnership. Identify roles
and responsibilities
Do you know what the
partnership is actually going to
achieve? Roles & responsibilities
need to be clear from the outset.
How will the project be financed?
Who will manage costs, budgets
and income.
What are the key actions that
need to be done to successfully
deliver the project? How will you
keep track progress against
targets?
To whom is the partnership
accountable?
Who does the partnership need
to keep informed about its work?
How will it do this?
Which organisation is willing to
take financial and operational
responsibility?
Evaluate the project deliverables
and decide who is best placed as
Lead organisation.
Consider a facilitated workshop
with an external organisation to
help identify key roles and
partnership objectives.
The Lead body will normally
manage finances and ensure that
monies are distributed as agreed.
Develop a partnership Action Plan
with
SMART
targets
and
outcomes. Provide regular update
reports against targets.
Finances
Milestones & Outcomes
Monitoring & reporting
arrangements
Members of the partnership will
need to meet regularly. This will
need to be agreed in advance and
outlined in an MoU or similar
agreement.
The lead partner will need to
report progress to stakeholders,
steering group or a commissioner,
such as a Local Authority.
Duration & Conclusion
of Partnership
It’s important that the
partnership can end amicably
when it’s achieved its goal or
completed a project.
Do you need produce a
newsletter, have a website or
undertake stakeholder meetings?
Build in a regular review process
and be clear about an exit plan.
Resources, staff, data etc.
It can be useful when using a contractual framework to have a steering group made up of
individuals from the organisations that are tasked with the governance of the partnership.
Please refer to Appendix 1 at the end of this guide for a checklist of clauses/terms to be
contained within an MOU or Partnership agreement.
Legal Structures
The decision to incorporate a legal entity should be made in the planning stages of the
partnership. During this process, it would be decided whether the partnership will be profit
making or not. Where the intention is for the consortium to be profit-making, the choice will
be as between a company limited by shares, CIC limited by shares, and an LLP. Where the
intention is for the vehicle to be non-profit-making, a company limited by guarantee, a CIC,
limited by guarantee or a charity will be the appropriate legal entity.
Company Limited by Guarantee (CLG)
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widely recognised and flexible structure
limited liability for its members
limited liability for Directors so long as they adhere to legislative duties
separate legal personality so that contracts/leases etc. can be entered into the
name of the organisation rather than the individual board members - minimising
the risk to those individuals
private limited company, regulated by Companies House
no shareholders
members guarantee a fixed sum towards the debts of the company should it go
bust - usually a nominal £1
asset lock usually included in articles
A company limited by guarantee will be the most appropriate vehicle for a partnership
where there is no intention that any of the participating bodies will derive any financial
return (in the sense of a share in profits) from the project, yet it is nonetheless felt that a
corporate entity is desirable and perhaps grant funding is sought.
The partners would perhaps become the members and the steering group (if one has been
established) would become the directors. It may be a good idea to have some independent
directors as well so the partners can avoid any conflicts of interest issues.
Charity
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not a structure in itself - added as an extra layer on a limited company
SCIO is a standalone charitable legal structure
You must meet the charity test to become and remain a charity
general trustee duties – essentially to act in the interests of the charity at all times
must be independent of government, non-party political and not for private gain
activities must further a purpose and be for the public benefit
private benefit arising is necessary or incidental
corporation and capital gains tax relief
wider fundraising opportunities
business rates relief
ability to attract donations which will be eligible for gift aid
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members legally bound to act responsibly and obliged to report to the Office of the
Scottish Charity Regulator (OSCR)
restricted trading i.e. only for the advancement of a purpose
It may be possible for the partnership organisations to set up a new charity to deliver on the
objectives. Consideration should be given as to whether the objectives are likely to be
considered to be charitable and that they meet the public benefit test. A charity has to be
set up as an independent organisation so it cannot be controlled by any one individual or
organisation in particular, the board are collectively responsible for ensuring the charity
furthers its purposes. There is no profit distribution allowable and no private profit would be
possible for the members of the partnership.
Charitable trading restrictions should also be a consideration in the event that the projects
activities are out with the scope of the charitable purposes.
Company Limited by shares (CLS)
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preferred model in the private sector
limited liability to the value of the shareholding that is unpaid
separate legal personality
shareholders that own the company
each share has certain voting rights
shareholder right to share the profits of the company
useful for commercial ventures
The parties will become the shareholders of the company limited by shares and will have a
financial interest in the company. The member bodies may realise their stake in the company
via a sale of their shares or on a pay out of surplus assets on a winding-up.
The member bodies are entitled to draw out the profits of the company for their own benefit
by way of a dividend.
Community Interest Company (CIC)
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Limited company - can be limited by guarantee or shares
an extra layer of community interest
pass the community interest test - demonstrate activities and how they would be
of benefit to the community
demonstrate annually how it has benefited the community
accounting/reporting requirements
statutory asset lock
assets cannot be sold for less than their market value
upon dissolution those assets must be transferred to another asset locked body for
community benefit
no restriction on transfers made to another asset locked body
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dividend cap on CIC limited by shares (35% maximum of the profits may be
distributed to non-asset locked bodies)
The CIC could be useful in a partnership when the aim is to benefit the community but may
wish to pursue grant funding (guarantee) or distribute some profits to members (shares).
Limited Liability Partnership (LLP)
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shares the same characteristics as a normal partnership structure - tax liability,
internal management and the distribution of profits
reduced financial liability - ‘limited liability’ to each partner
two or more members
profit making
Companies House regulation & reporting
separate legal personality
member bodies act as agent – acts are binding on LLP
single tier
LLP are useful for collaborative working as there is a greater degree of organisational
flexibility, similar to that in a legal partnership, such that the members of an LLP are (to a
greater extent) free to regulate the management and control of the LLP as they see fit. An
LLP itself is not taxed on its profits, but the members of the LLP are taxed on profits accruing
to them therefore if the members are charities, there is likely to be a tax exemption on the
profits from the project.
If you decide it’s not for you
Partnership working may not be right for you right now, but organisations should regularly
review how a collaborative approach might help them in the future. Each opportunity should
be considered on its own merits.
Disclaimer
Senscot Legal cannot accept liability arising from reliance on this guide. It is for guidance only
and should not replace legal advice.
Further Advice and Support
Senscot Legal
43 Bath St
Glasgow
G2 1HW
Tel: 0141 332 8084
Email: [email protected]
www.se-legal.net
APPENDIX 1 – CONTRACT TERMS
1. Parties
The parties should be clearly stated. The name, address and particulars of the
organisation should be outlined to avoid confusion. Company/Charity number should
be included. It is important to remember that unincorporated organisations are not
able to enter into the contract in the name of the organisation and should exercise
caution.
2. Objectives/shared purpose
The parties to the agreement will require to ascertain what the shared purpose and
the specific objectives of the partnership are. These should be clearly defined and
written in such a way that could create ambiguity.
3. Duration
The parties require to determine for how long the partnership will last; for example,
it may relate only to a public sector contract it could be a more open-ended
collaboration with a view to bidding for any number of public sector contracts within
a particular field. It could be that it is for an ongoing relationship or project and does
not have an end date.
4. Responsibilities of the parties
The parties should make decisions as to their respective roles and responsibilities,
which will include making a determination as to who will be the lead partner. The
Lead partner may enter directly into contracts with a public sector agency or funder
and thereafter sub-contract with the other parties for the detailed implementation of
the contract or project. The parties should also determine any relevant service levels
i.e. the standard to which each of the parties should perform its obligations. If there
is to be a planned timetable, then this should be drawn up.
5. Decision-making processes
There should also be a determination as to the appropriate decision-making process.
What will be the relevant thresholds for decision-making (e.g. unanimity of the parties
to the consortium or majority vote)? Should the parties be able to act as agents on
behalf of the other parties, or will specific consent be required to bind the other
parties to the partnership? What matters should require the consent of all parties (or
a certain majority of the parties) before decisions can be taken in this regard?
6. Point of contact
A decision should also be taken as to who should be the point of contact within each
organisation. A further decision requires to be taken in relation to staff associated will one organisation employ the staff who will carry out activities in relation to the
partnership (leaving aside for this purpose service delivery under the sub-contracts)
or will each party make use of its own staff insofar as is necessary to fulfil its specific
obligations with regard to the consortium and the delivery of public services?
7. Joint Steering Group
If use is to be made of a joint steering group, what is the composition of this to be?
What will the specific responsibilities of the joint steering group be and what decisionmaking powers will it have? Will the joint steering group (or the lead partner) be
responsible for marketing the consortium and for making initial approaches to
potential customers (i.e. public sector agencies)? What are the procedures for
meetings of the joint steering group? What rules of procedure should govern the
procedures for meetings of the parties to the consortium generally (quorum and
notice requirements etc)?
8. Contribution of funding and assets
A decision requires to be taken as to whether (and the extent to which) each of the
parties will require to contribute any initial and ongoing funding. Decisions also
require to be taken as to which of the parties will pay for the facilities utilised (e.g.
premises, IT etc). Will any assets contributed become the joint property of the parties
or will they remain the property of the party which contributed them? If the latter,
will the other parties have the right to make use of the assets so contributed? Who
has ownership of any intellectual property rights generated through the activities of
the partnership (and in intellectual property which is in the ownership of the individual
parties, but use of which is made in the course of carrying out the partnership’s
activities)?
9. Sharing of risk
The parties should determine, at the outset, how the risk should be shared among
them. If, for example, the partnership is structured (as it often is) such that there is a
lead partner which enters into contracts, then that lead party will be exposed to the
greatest amount of risk, on the basis that any breach of the principal contract is likely
to lead to the public sector agency seeking recourse against the lead partner. The lead
partner will, therefore, no doubt wish to share the risk among the other parties. The
parties should therefore determine whether each party will be responsible only to the
extent of its own default (for example, under the terms of a sub-contract), or whether
the parties will have any liabilities in respect of the default of any of the other parties.
10. Profit-sharing
If there is to be a lead partner, the mechanism for onward payment to the other
partners requires to be determined e.g. when will the other parties receive payments?
On what basis will profits be divided among the parties? Which parties will bear what
costs e.g. management costs? Will parties simply bear their own costs? Should the
lead partner take a higher “cut” due to the increased risk to which it is exposed?
11. Monitoring and review
A decision requires to be taken as to the appropriate review process, to ensure that
the objectives are being effectively met. The process for communicating among
partners, generally, has to be determined, which will necessitate confidentiality
obligations. Consideration should also be given as to what the outcome of the review
process should be, for example, if the review reveals a serious problem.
12. Publicity
A decision requires to be taken as to how the relationship should be referred to; will
it have a name? Is there to be a logo? What is the decision-making procedure in
respect of publicity material?
13. Admission of new parties
A decision requires to be taken as to whether new parties should be able to join at
some point in the future and, if so, what the decision-making process should be for
admitting new members (including any conditions which must be met).
14. Termination of the consortium
The parties should also determine in what circumstances the partnership will be
brought to an end. Should parties be able to voluntarily withdraw? What are the
grounds from removing a party (e.g. breach of consortium agreement and/or any
subcontracts etc)? What are the consequences of termination? How are any assets
and profits divided upon termination (either of the agreement as a whole, or on one
party ceasing to be a member)?
15. Dispute resolution
The mechanism for resolving disputes should also be determined in advance - this
could, for example, indicate that all disputes must (in the first instance) be referred to
a joint steering group and if this is not successful, should thereafter be referred to an
independent mediator/arbiter.