Agreement I: To Form a Consortium for the Administration of Intellectual Property Rights

This version dated August 5, 1997

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This agreement defines the terms of membership and requirements for participation in AMICO.

1. Purpose and Goals

This clause outlines the nature of the AMICO Collaboration.

1.1. AMICO Inc. is a non-profit

The Art Museum Imaging Consortium (AMICO Inc.) is a non-profit corporation formed by AAMD to provide educational access to and delivery of cultural heritage information by creating, maintaining and licensing a collective digital library of images and documentation of works in their collections.

1.2. License to AMICO is non-exclusive

Members will make images and documentation of works in their collection available to AMICO Inc. under non-exclusive license.

1.3. AMICO members can use Library

AMICO Inc. will enable its members to continue to develop their own uses of digital images and information, and to share in the use of the collective product.

2. Parties

This clause identifies the signatories of the agreement.

2.1. AMICO members are institutions

Museums are institutionally members of AMICO Inc..

2.2. Only AAMD members eligible

Initially membership is open only to AAMD members. This policy will be reexamined in the future.

3. Benefits

Benefits which AMICO Inc. confers on its members include:

3.1. Access to The AMICO Library and licensed use of its educational resources

Members may use the collective resource for educational purposes under licenses and without fees beyond those of their membership dues.

3.2. Services of the AMICO staff

AMICO Member Services will include:

3.2.1. Technology Information Services

Including "best practice" guidelines, "frequently asked questions", standards for data capture, advice on hardware and software, application guidelines, training and research and liaison with developing standards.

3.2.2. Data Enhancement Services

Including data value standardization, the addition of unique identifiers and watermarking of images. These services may also include subject indexing, metadata augmentation, provision of on-line authorities, thesaural explosion of terms in controlled vocabularies, markup of text to SGML, quality control and mapping institutional data to export standards.

3.2.3. Catalog Management Services

Including creating an integrated, publicly accessible directory with many access points and different interfaces for different users which enables educators to identify works which they have licensed and may use through AMICO and allows the public to seek further rights including commercial use rights from the individual museum members.

3.2.4. Rights Management Services

Including defining the minimum rights management data requirements, creating searchable rights metadata systems, negotiating rights with individual rights holders and their collectives, writing model licensing agreements, providing a forum for the development of licenses for schools and school districts, museum education departments, and public libraries, and developing and disseminating end-user responsibility training materials.

3.2.5. User Services

Including monitoring and analyzing uses and users, conducting focus groups to identify users needs, and promoting innovative educational uses of museum digital content.

3.2.6. Collaboration with other AMICO Participants

Collaborative Partnering, including with technology firms, funding sources, standards organizations, telecommunication providers, and others.

4. Membership Terms

This clause identifies the conditions for membership in AMICO.

4.1. Classes of membership enable participation

Two classes of membership will be established to enable participation of the full range of AAMD museums as well as to enable those not yet prepared to contribute digital data to the collective to be involved and partake of some benefits of the collective.

4.1.1. Classes of members include full members and associate members

Each class of members will be governed by membership terms enumerated in the attached outline of Membership Terms and defined in subsequent by-laws.

4.2. Members contribute to joint library

Members agree to contribute digital documentation, including at least text and images, of works of art from each of their collections to a joint collection, known as The AMICO Library. The digital documentation about each work of art from a member's collection comprises a one work in The AMICO Library.

4.3. Members assign AMICO rights to license

Members assign AMICO Inc. rights to reproduce, redistribute and publicly present (in part or whole) all works contributed to The AMICO Library, under licenses as agreed by AMICO Inc..

4.4. AMICO may create derivative products

Members grant AMICO Inc. the right to offer products incorporating (in whole or in part) works in the Library as approved in product plans adopted by a vote of the membership.

4.5. Members may use Library without charge

Members may have access to works in The AMICO Library, under the term of any approved License.

4.6. Works provided without additional restrictions

Members agree not to place terms and conditions on submitted works beyond those of the artist, or copyright holder of the original work of art. If in the experience of AMICO Inc., licensees express a willingness and AMICO can support the technical requirements to administer item level restrictions imposed by the museum, donors and others, this limitation may be lifted for subsets of the Library in the future.

4.7. Works Contributed

4.7.1. Members contribute based on Membership Class

AMICO Members agree to contribute a defined number of digital works to The AMICO Library, annually, based on the class of their membership and subject to exception by AMICO's governing authority.

4.7.2. Members follow AMICO Standards

Members agree to abide by the technical and documentation standards established by a vote of the membership.

4.8. AMICO May Assess Dues

Members agree to pay AMICO dues. (These fees are intended to help subvent the administrative costs of AMICO and to ensure that all participants recognize the value of participation and of their use of the licensed library).

5. Governance

This clause outlines the way AMICO will be governed.

5.1. AMICO Inc. Will Be An Incorporated Not-For-Profit Entity

When formally established, AMICO Inc. will be incorporated by the AAMD as a not-for-profit in the United States and will seek 501c3 status from the U.S. I.R.S.

5.2. AMICO Governed by Board

AMICO will be governed by a Board elected by members and constituted as follows: President, Vice President, Treasurer (each elected by the full members), full members (a maximum of 15), AAMD officers (2-4) with one year terms coinciding with the fiscal year of AMICO, Inc. (July 1)

The size of the Board and its term of service may be changed by a vote of the members.

5.3. AMICO Board legally responsible

The Board is legally responsible for the activities of AMICO Inc..

5.4. Board responsible for Administration

The Board will be responsible for overseeing the administration of AMICO Inc..

6. Administration

This Clause outlines the day to day management of AMICO. Inc.

6.1. Board Contracts Management

The AMICO Inc. Board may contract for the management of AMICO Inc., including but not limited to consultants and professional staff.

6.2. Management with Board Specifies Technical Requirements

Specification of technical requirements governing works provided to the licensable Library by members.

6.3. Management with Board Builds Library

Building the Library, including collation of works and quality assurance.

6.4. Management with Board Negotiates Licenses

Negotiating licenses for the use of the Library as per terms approved by the Board.

6.5. Board Contracts the Distribution of Library to Licensees

Negotiating contracts with various distributors for providing access to The AMICO Library to specific markets based on distribution plans adopted by vote of the membership.

6.6. Management with Board Administers Distribution

Administering the distribution of AMICO Licensed content through contracted distributors.

6.7. Management with Board Markets Library

Marketing The Library And Other AMICO Products.

6.8. Collecting and Allocating Income to AMICO, Inc. programs at the direction of the Board

Management collects and allocates income to AMICO Programs at the direction of the Board and within membership approved budgetary limits.

6.9. Board Hires Staff

The board will hire staff. Management will assign work, and provide budgetary accountability, as required under the terms of its contract as the administrative entity for AMICO Inc.. Service levels will be defined, monitored and reported to the AMICO Board on an on-going basis.

7. Indemnification

This clause specifies who will take responsibility for possible infringements of intellectual property rights.

7.1. Museums Guarantee They Have Rights

Museums guarantee the rights they assign to AMICO are unencumbered, except as specifically indicated.

7.2. AMICO Will Insure Membership, Collectively

AMICO Inc. will collectively indemnify members against any infringement of underlying rights that occurs as a result of participation.

8. Finances

This clause specifies how AMICO Inc. finances will be administered.

8.1. Annual Budget Approved By Board

The annual budget of AMICO Inc. will be established by the Board upon the recommendation of Management.

8.2. AMICO May Raise Money

AMICO Inc. may enter into contracts, incur debt, and seek grant funds or investments in order to accomplish its activities.

8.3. Staff Can Spend Within Budgetary Limits

Within Board approved budgets, the management may expend funds. The Board can establish limits in line items or dollar amounts, beyond which the management must seek specific Board approval.

9. Income allocation

Income from the license of works in The AMICO Library will be used to support AMICO Inc. programs.

9.1. Furthering The Educational Mission Of Member Museums

Income from all sources will be expended on AMICO Inc. operational expenses in furthering the educational mission of AMICO Inc.

9.2. Directed Expenditures

Income will be allocated, based on annual recommendations of management and approved by the Board.

9.3. Surplus Income

If there is an excess of income over expenses, the Board will consider whether to revise membership dues, license fees, expenditures on member services, debt repayment schedules, capital investments or other sources of income and expenditure to bring the budget into balance over time.

10. Withdrawal from Membership

This clause specifies how members can leave AMICO Inc.

10.1. Members Can Withdraw Anytime

Members may withdraw from AMICO Inc. at anytime.

10.2. Licensing status of withdrawn memberÍs works

No new licenses will be issued for rights to a withdrawn member's works. After a member has withdrawn, works it has contributed to The AMICO Library will continue to be made available under terms of existing licenses, until the term of those licenses has expired.

11. Termination of the Consortium

In the case of the dissolution of the Consortium, members will honor some of its commitments.

11.1. Members Will Honor Existing Licenses

In the event of the failure of AMICO Inc., as a continuity assurance to licensees, member museums will individually ensure the same terms of licensed access to works that they have contributed to The AMICO Library, for the duration of the term of any licenses granted by AMICO Inc.

This version dated August 5, 1997.

Copyright Archives & Museum Informatics, the Art Museum Network and the Association of Art Museum Directors

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