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
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
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
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
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
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: __________________