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Art Museum Image Consortium
Full Membership Agreement

( Draft: June 14, 1997)

Section 1 INTRODUCTION

This Agreement sets forth the terms and conditions under which a qualified institution may become a full member of the Art Museum Image Consortium ("AMICO"), a nonprofit corporation organized under the Nonprofit Corporation Act of the District of Columbia. This Agreement is made and entered into as of this ____ day of ________ 1998 (the "Effective Date"), by and between AMICO and _______________________, ("AMICO Member").

Section 2 PURPOSE OF AMICO

AMICO is operated exclusively for charitable, educational, and cultural purposes. More specifically, the purpose of AMICO is to assist its Members: (1) by compiling a collective digital library of visual and documentary resources documenting works of art (the "AMICO Library"); (2) by providing dramatically increased educational access to the documentary resources for the benefit of institutions of higher education, museums, libraries, schools, and other charitable, educational, and cultural institutions; and (3) by fostering and promoting education and advancing knowledge in areas related to The AMICO Library, including scholarship in the arts, humanities, informational sciences, and social sciences.

Section 3 DEFINITIONS

"AMICO Library" means the compilation of AMICO Works and any materials contained therein.

"AMICO License" means the agreement under which AMICO establishes the rights and obligations of a Subscriber.

"AMICO Member" means the institution participating in The AMICO Library under the terms of this Agreement.

"AMICO Work" means the catalog record and any related digital multimedia documentation of a work of art in The AMICO Library.

"Subscriber" means a not-for-profit organization with an educational mission that has a current agreement granting it use of The AMICO Library.

Section 3 AMICO MEMBERSHIP

By completing enrollment and by accepting all of the terms of this Agreement, a qualified institution becomes an AMICO Member, entitled to all of the benefits of membership and subject to all of the responsibilities of AMICO Members. The Board of Directors of AMICO shall establish the policies and procedures governing enrollment, including the qualifications for and rights of classes of members. Continued acceptance of all of the terms and conditions of this Agreement is a condition of membership.

3.1 Benefits. An AMICO Member is entitled to: (1) have free access to and use of The AMICO Library under an AMICO License, (2) have access to the full range of AMICO Member Services available at the time of membership, (3) participate in the governance of AMICO,by voting for Members of the Board of Directors, and (4) name a representative (if desired) to any or all of the AMICO Working Committees through which policy recommendations are made.

3.2 Responsibilities. An AMICO Member is responsible for: (1) complying with all of the terms and conditions of this Agreement and such policies and guidelines governing AMICO membership as the AMICO Board of Directors and its Working Committees may adopt from time to time; (2) making timely, annual contributions of multimedia documentation of the required number of works of art to The AMICO Library without conditions or restrictions except the express conditions or restrictions of the creator or copyright owner of the original work of art; (3) ensuring that such contributions conform to the AMICO technical documentation standards; and (4) promptly paying all membership dues and any charges or fees, as established by the AMICO Board.

Section 4 INTELLECTUAL PROPERTY RIGHTS

4.1 Warranty. AMICO Member warrants and represents that to the best of its knowledge the rights granted herein will not infringe the rights of any third party. The Member has documented internal practices for establishing rights and has followed these for the works that comprise its contribution to The AMICO Library.

4.2 Grant of Rights. AMICO Member hereby grants to AMICO a non-exclusive, worldwide license to reproduce, distribute, publicly display, and make derivative works based upon the contributed visual and documentary resources, or any portion thereof, solely as part of or in connection with the compilation and distribution of The AMICO Library.

4.3 Withdrawal of Disputed AMICO Works. AMICO Member may withdraw from its contribution under this Agreement particular contributed multimedia documentation upon forty-five (45) days prior notice for good cause shown. Any claim, dispute or action related to contributed visual or documentary resources shall be deemed to establish good cause for the withdrawal of such resources. AMICO Licenses shall provide for the withdrawal of any disputed AMICO Work within thirty (30) days of the receipt of such notice of withdrawal.

4.4 Acknowledgment of Ownership. AMICO Member acknowledges that AMICO shall be the sole and exclusive owner of The AMICO Library, including all related copyrights, trademarks, tradenames, and other intellectual property rights, currently in existence or later developed.

Section 5 INDEMNIFICATION

5.1 Indemnification. Each party to this Agreement shall jointly and severally indemnify and hold harmless each other party, its employees, officers, and directors from and against any and all liability, damage, loss, cost or expense, including reasonable attorney's fees, costs, and other expenses arising out of or in any way resulting from any activity undertaken under this Agreement.

Section 6 TERM AND TERMINATION

6.1 Term. This Agreement shall come into force as of the Effective Date and shall remain in force for an initial term of two years from the Effective Date, until terminated as provided for in this section.

6.2 Term of AMICO Licenses. AMICO shall not, under the rights granted by this Agreement, offer subscribers licenses that exceed one year.

6.3 Renewal. This Agreement shall automatically be renewed after one year, for an additional period of one year, unless either party gives the other party written notice of non-renewal at least one-hundred and eighty (180) days before the end of the initial term or the renewal term.

6.4 Termination. Either Party, at its option, may terminate this Agreement upon at least one-hundred and eighty (180) days' prior notice. Immediately upon receipt of such notice, AMICO shall cease to issue new AMICO Licenses for the multimedia documentation of the terminating AMICO Member, beyond the term of the licenses then in effect. However, notice of termination shall have no effect on AMICO licenses then in effect.

Section 7 DISSOLUTION OF AMICO

In the event of the dissolution or final liquidation of AMICO, AMICO Member shall take all reasonable steps to ensure that its contributed multimedia documentation remain available under the terms and conditions of AMICO Licenses then in effect, and towards this end AMICO Member also shall cooperate with any successor charitable, educational or cultural organization to AMICO.

Section 8 MISCELLANEOUS PROVISIONS

8.1 Notices. AMICO may give written notice to AMICO Members under this Agreement by electronic mail, by a general posting on the AMICO Discussion List, by facsimile transmission (with receipt confirmed), or by conventional mail. In the case of electronic mail or general posting to the AMICO Discussion List , notice shall be deemed to have been given on the day of the delivery of the transmission. In the case of conventional mail, notice shall be deemed to have given on the fifth business day following the day of mailing if mailed postage prepaid.

8.2 No Assignment. The Parties to this Agreement shall not assign, subcontract, or sublicense this Agreement or any of the rights and obligations thereunder.

8.3 Entirety of Agreement. The terms and conditions of this Agreement supersede all prior oral and written agreements between the Parties with respect to the subject matter of this Agreement and shall constitute the entire agreement between the parties with respect to the matters contained herein. This Agreement shall not be modified or amended except by writing duly executed by authorized representatives of the Parties.

8.4 Choice of Law. This Agreement shall be interpreted, governed and enforced under the laws of the State of New York, without regard to its conflict of law rules. Any claims or disputes arising out or relating to this Agreement shall be resolved by binding arbitration to be held in New York City in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award by the arbitrators may be entered in any court having jurisdiction thereof.

IN WITNESS THEREFORE, the Parties have caused this Agreement to be executed as the first day and year written first above.

Art Museum Image Consortium XYZ Museum:

__________________________ ______________________

Date: _____________________ Date: __________________




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