MetaArchive Cooperative MetaArchive Cooperative Membership AgreementsMembership Agreements

Martin Halbert

NDIIPP Partners MeetingWashington, D.C.Wednesday July 9, 2008

Contextual NotesContextual NotesLOCKSS does not require inter-institutional

agreements◦ Commitment to maintain LOCKSS node servers is

totally voluntary with no formal agreements in place (very lightweight, relies on multiple subscribers participating for preservation)

◦ Motivation to preserve e-journal content is self-interest in seeing mutually subscribed content preserved

Conversely, MetaArchive and other multi-institution PLNs need agreements ◦ No inherent motivation to back up another library’s

content, as opposed to e-journal content you’ve purchased

◦ Requires more overhead, for example, the existence of a legal entity to which an agreement can be made, but which is not one of the constituent members of the network

MetaArchive DocumentsMetaArchive DocumentsCharter

◦Sets forth the purposes and aims of the MetaArchive Cooperative

Membership Agreements◦Contracts between individual institutions

and MetaArchive Cooperative nonprofit, committing each to certain actions for a specified period

Technical Specifications◦ Identifies minimal technical specs for

running a MetaArchive node server

Membership Agreement Membership Agreement SectionsSections1. Executive Summary2. Overview3. Definitions 4. Membership Types and Fees5. Our Rights and Responsibilities

as a Cooperative6. Signatures page

Overview Section Overview Section (Excerpts)(Excerpts) This Membership Agreement articulates and informs

potential members of the rights and responsibilities of joining the MetaArchive Cooperative.

It establishes the framework for ordering legal relationships among the members such as payment of fees, sharing of resources, duration of membership, and other facets of the relationship and will bind members, the MetaArchive Cooperative, and any successors in interest to certain conditions.

The Agreement gives some certainty to the Cooperative relationships while remaining sufficiently flexible to address evolving needs of the Cooperative and members in a changing technological and legal landscape.

More importantly, however, the Membership Agreement frames the rights and responsibilities of all members in order to represent those rights and responsibilities as shared goals and agreement of members and the Cooperative working in support of the conditions, criteria, and mission set forth within the MetaArchive Charter.

Section 4.2 Your Rights as Section 4.2 Your Rights as MembersMembersWhat all members of the

Cooperative receivesWhat sustaining and preservation

members additionally receiveDescribes rights as specifically as

possible, as these are the core reasons for joining the Cooperative

Section 4.3. Your Section 4.3. Your Responsibilities as MembersResponsibilities as MembersSimilar structure to previous

section, but here lays out what members are required to do as members of the Cooperative

Additional responsibilities of sustaining and preservation members

Hold-harmless and indemnification clauses

ObservationsObservationsWe spent as much time refining

the membership agreements as almost anything else in the project

But the membership agreements are the core of the organization and what fundamentally define it as a cooperative

Required variety of legal counsels to review it to reach a satisfactory text