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Agreement II-3: Framework for a License Agreement between AMICO and Contributors to The AMICO Library for the Assignment of Limited Rights to AMICO

This version dated November 14, 1997
This document describes a framework for a license between AMICO and Contributors to The AMICO Library in which contributors assign limited rights to AMICO. This assignment enables AMICO to re-license the assembled Library for educational purposes.
1. Purpose and Goals
This agreement assigns to AMICO the non-exclusive rights needed to compile, process, reproduce, redistribute, perform, display and re-license the compiled AMICO Library for educational use. AMICO is also assigned limited rights to re-license to its distributors and its end users, under terms approved by AMICO members. AMICO's actions and re-licensing terms are governed by the agreement of AMICO Members.
2. Parties
Any institution which makes a contribution to The AMICO Library signs this agreement with AMICO.
2.1. AMICO and an Institution Contributing its Digital Documentation to AMICO
The agreement is signed between AMICO and each of its members, and between AMICO and any other institution which contributes works to The AMICO Library.
3. Grant of License
The Contributor grants AMICO a non-exclusive license to compile, manipulate, redistribute, reproduce, perform, and display the works contributed to The AMICO Library. AMICO may also re-license the compiled Library, to enable its distribution and educational use, under the terms of the AMICO membership agreement. AMICO may create specific derivative works as approved by its members.
3.1. Contributors Assign AMICO Rights to Compile and Process the Library
AMICO is granted the rights to compile multimedia digital documentation provided by Contributors (AMICO members and other institutions) into The AMICO Library. AMICO may process contributions to create a uniform data set called The AMICO Library. Contributors assign AMICO with rights to manipulate the individual digital files, create the compilation and add data to both individual contributions (enhance) and the compilation (index), in order to create a coherent and usable Library.
3.2. Contributors Assign AMICO Limited Rights in the Library
Contributors assign AMICO limited rights to redistribute and reproduce (or contract redistribution and/or reproduction) their contribution to The AMICO Library compilation, both to make the Library known to potential licensees and to provide access under terms of licenses approved by AMICO. AMICO Distributors
3.2.1. AMICO Assignment of Rights to Distributors
AMICO may assign to its distributors limited rights to recompile and re-distribute The AMICO Library, for educational uses approved under the terms of the AMICO membership agreement. AMICO distributors are bound by AMICO-approved contractual obligations to provide access to The AMICO Library to licensees.
3.2.2. Distributor Rights Non-Transferable
Rights assigned by AMICO to its distributors are non-transferable.
3.3. AMICO may License the Library for Educational Purposes
Contributors assign AMICO rights to re-license contributed content as part of The AMICO Library for educational purposes, as designated under licenses approved by AMICO to licensees of The AMICO Library.
3.4. AMICO May Create Approved Derivative Works
As approved by its members, AMICO may create subsets of the Library (derivative works) for delivery of particular parts of its content to defined users. The AMICO Public Web Site is one such derivative work. All plans for Derivative Works will be approved by AMICO Members as defined in the Membership Agreement.
4. License period
This clause determines the length of the license granted.
4.1. Contributors License To AMICO For A Term That Enables A One Year Re-License
The License is granted for an administratively defined term long enough to permit AMICO to offer an annual user -licensee. The period of this administratively defined term shall not exceed 24 months and shall be set annually by AMICO, based on production schedules.
4.1.1. Purposes Of The Administratively Defined Period Of The License
Access to the licensed content prior to the term of its re-license, is granted to enable AMICO to process the data in the Library, and complete its compilation, standardization, distribution, and reconfiguration, to assure that user access can be provided when the license term begins. Access to the licensed content following the term of re-license is granted to ensure that content which must be removed after the license term ends can be removed.
5. Continuity of access
Recognizing that the value of The AMICO Library depends on continuity of its contents, contributors agree to continue licenses to content previously licensed to AMICO at least as long as they continue to be members of AMICO or licensees of its Library. It also acknowledges that special circumstances may require the contributors to withdraw certain items from the distributed product during the term of the license.
5.1. Provisions for access
Recognizing the damage that would be caused if The AMICO Library changed dramatically from year to year, contributors agree to license documentation previously licensed through AMICO from year to year as long as they themselves are licensees or members, with the following specific exceptions:
5.1.1. Modification of files to reflect changes in Documentation
Contributors are expected update or change digital documentation relating to works of art previously contributed to the Library to reflect changes in scholarship or to add newly available documentation. AMICO agrees to incorporate such changes at least in its annual Library distribution update.
5.1.2. Withdrawal of individual works with disputed rights
Recognizing that actions by artists, their heirs and others might challenge rights which AMICO members transferred to the consortium, AMICO contributors reserve the right to withdraw individual works from the licensed library during the license term. When such situations apply, AMICO will require distributors to remove the named content from the licensed AMICO Library and agrees to require any licensees to remove the designated work from all institutionally mounted copies of the content.
6. Failure of the Consortium
Recognizing the dependence upon the AMICO resource when it is used in the curriculum, this clause provides assurances in the event that AMICO fails as a venture.
6.1. Contributors individually guarantee terms
Each AMICO member guarantees AMICO sub-licensees continued access to the digital works it supplied to AMICO in the event of the failure of the consortium, for the term granted in existing licenses at the time of failure.
6.2. Contributors serve as the archival repository
Reflecting the nature of museums, archives, and libraries, which are the holders of the original intellectual property and rights licensed in this product, contributors to the Library assure scholars of archival access to the underlying data. The AMICO contributors individually and collectively ensure archival access to the original works and documentation provided to AMICO, just as they already do in fulfillment of their missions as guardians of their collections.
This clause outlines the terms of withdrawal or termination of the license. A contributor may elect to
7.1. Licenses to AMICO Terminate with User Licenses
Although AMICO members may withdraw from the Consortium at any time, the license to AMICO of rights to the contributions made by a withdrawn Contributor remains in force until the conclusion of the term of any annual user licenses in effect.
7.2. Withdrawal of Contributed Content
Contributors who wish to withdraw content contributed to AMICO Library must notify AMICO in advance, according to the published time schedule for each annual distribution..
8. Users
This clause defines licensed users.
8.1. AMICO, its staff and sub-contractors
AMICO, its staff and subcontractors, may process the licensed data as necessary to create The AMICO Library, including creating indexes, metadata extracts, structured links and any other value added information agreed by AMICO Members. AMICO staff also are licensed educational users under the terms of any agreement negotiated by AMICO.
8.2. Distributors of The AMICO Library
Distributors of The AMICO Library may process the licensed data as necessary, within the limits imposed by the distributor specifications and contracts, to provide access to it through their facilities.
8.3. Institutions Holding Current Licenses Issued by AMICO
Licensees of The AMICO Library may process the data as necessary, within limits imposed by the license, to give access to licensed end users whose access to and use of The AMICO Library is mediated by tools and facilities provided by the licensee. This applies in particular to those portions of The AMICO Library which a licensee elects to mount locally in order to better satisfy an educational purpose permitted by the license.
8.4. Licensed end-users
Licensed users, granted access under the terms of a license with AMICO by an institution which asserts them as their part of its user community, are limited in the uses they can make by the terms of that license.
9. Format of Contribution
This clause identifies the guidelines for acceptable contributions to AMICO.
9.1. Standard technical formats
Contributors will provide data conforming to technical specifications published by AMICO prior to the beginning of each licensing year.
9.2. Standard Documentation
Documentation will follow standards published by AMICO and established with reference to community practices.
10. Distribution
AMICO Contributors grant rights to redistribute the compiled AMICO Library, or any approved derivative work based on the Library, in the following manners. Subsequent distributions methods may also be identified and approved by AMICO Members.
10.1. AMICO may distribute licensed data
The full AMICO Library, including detailed documentation and high-resolution images of works may be distributed by AMICO.
10.1.1. AMICO may contract with one or more distributors
Third party distributors will be contracted to provide The AMICO Library for licensees. These distributors will offer licensees different arrangements for access but all use will be regulated by the AMICO licenses.
10.2. Publicly accessible data
A subset of The AMICO Library (a derivative work) will be made available for public access by AMICO and/or its sub-contractors and licensed distributors. AMICO will publish a specification of the content and functionality of this publicly accessible data.
10.3. Licensees may mount data locally
Under the terms of some AMICO licenses, Licensees are permitted to mount data locally for redistribution to licensed users for licensed uses.
11. Acknowledgment
This clause establishes requirements for acknowledgment or credit of licensed works
11.1. Credit always appears
Credit lines and minimum identification data determined by AMICO members must appear with every work in The AMICO Library in each display unless otherwise specifically exempted.
11.1.1. Curriculum-based exceptions allowed
This requirement can be waived under specified circumstances where the appearance of documentation would impede curricular goals (e.g. testing). The licensee must keep records of all such waivers requested and/or granted for AMICO review.
12. Requirements for security and monitoring
This clause establishes requirements for ensuring the security of AMICO Library, products offered by distributors, and AMICO Library contents when mounted under license on local servers.
12.1. AMICO ensures secure distribution
AMICO is responsible for exercising control over distribution of The AMICO Library, through contracts with distributors.
12.2. User authentication
Distributors and licensees are responsible for authentication of users. Methods employed should be equivalent to that used by licensees for licensed software and/or access to funds. Specific user authentication procedures must be accepted by AMICO before the Library or parts of the Library may be distributed or stored locally.
12.3. Policies and Procedures
Licensees must have policies and procedures for control and use of licensed products. Policies must include severe sanctions for willful violations by any licensed user including appropriate disciplinary processes for faculty, staff or students. Policies must be registered with AMICO and AMICO must be informed of changes in policies. Terms of the licenses and the sanctions of the governing policies must both be made known to all users.
13. Reporting requirements
AMICO Users and Distributors are required to report activities to AMICO. AMICO will share these reports with Contributors to the Library.
13.1. Reporting on infringements
AMICO must promptly report known and suspected infringements of the license to the Contributor of the affected work or works, together with the course of action which the Consortium proposes to pursue with respect to known or suspected infringers. Updates will be made on a timely basis as each case develops. Failure of AMICO to report or act against violators in a manner which is satisfactory to the Contributor is just cause for termination of the Contributor's license to AMICO.
13.2. Reporting on use
Licensees must report local copies of AMICO data, such as those made for 'reserve room' use, free standing or laboratory systems, or fixed media. All such copies must remain under the control of the licensee. AMICO will make such reports available to Contributors on request.
13.3. Share results of studies
Licensees are asked to share results of studies with AMICO. AMICO will share the results of any use studies with Contributors.
14. Benefits of Contribution
This clause establishes the benefits of contribution.
14.1. Royalties
No income is returned to Contributors for providing content to The AMICO Library.
14.2. Fee discounts
AMICO may, from time to time, reward contributors by discounting fees they would otherwise be assessed for licensing or membership. These discounts will be voted annually by the AMICO Board.
14.3. Services
Contributors who are AMICO members will be entitled to membership services as established by the AMICO Board, including the return of contributed data from AMICO after quality control and enhancement.
15. Warranties and Indemnification
This clause establishes assurances on the part of the Contributor and AMICO.
15.1. Contributors Warrant
Contributors warrant that the documentation it provides under this license is not known to require further rights clearance for any use authorized under this license or that limits to rights are explicitly identified. Contributor's standard business practices (due process) for rights clearance must be registered with AMICO.
15.2. AMICO indemnifies Contributors
AMICO indemnifies Contributors against any infringement that falls within the bounds of the uses permitted under this license as long as the Contributor has followed standard business practices (due process) for rights clearance.
15.3. AMICO will act against infringers
AMICO assures Contributors that it will actively enforce license agreements and take necessary action against infringers.
16. Authorized Representative
This clause identifies the representatives of the parties to the agreement.
16.1. For the Contributor
The Contributor names its representative.
16.2. For AMICO
The management signs agreements on behalf of AMICO
17. Communications
This clause governs queries and communications regarding the agreement., and names AMICO and Contributor contacts.

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