# Presentation: 134413

## MetaArchive Cooperative Membership Agreements

- Martin Halbert
- NDIIPP Partners Meeting
- Washington, D.C.
- Wednesday July 9, 2008

## Contextual Notes

- LOCKSS 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 Documents

- Charter
- 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 Sections

- Executive Summary
- Overview
- Definitions
- Membership Types and Fees
- Our Rights and Responsibilities as a Cooperative
- Signatures page

## Overview Section (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 Members

- What all members of the Cooperative receives
- What sustaining and preservation members additionally receive
- Describes rights as specifically as possible, as these are the core reasons for joining the Cooperative

## Section 4.3. Your Responsibilities as Members

- Similar 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

## Observations

- We 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