NGDA Node AgreementsNGDA Node Agreements

NDIIPP Partner MeetingJuly, 2008Tracey Erwin

NGDA agreements to dateNGDA agreements to date

Content Provider AgreementContent Provider Agreement Completed August 2007Completed August 2007 Exhibit B (authorized users, authorized uses, Exhibit B (authorized users, authorized uses,

management of materials by custodian)management of materials by custodian)

Node agreementNode agreement

Procedure ManualProcedure Manual

Rationale behind node agreementRationale behind node agreement

Indemnify each node against mistakes Indemnify each node against mistakes made by the other node(s)made by the other node(s)

Craft agreements that requires few Craft agreements that requires few changeschanges• Handle needed changes with updates to Handle needed changes with updates to

procedure manual rather than changes to node procedure manual rather than changes to node agreement agreement

Don’t try to anticipate future legal changes Don’t try to anticipate future legal changes (we will abide by current applicable law)(we will abide by current applicable law)

Node agreementNode agreement Agreement to obligations in NGDA Agreement to obligations in NGDA

Procedure Manual Procedure Manual similar to 2 part structure of Depositor agreement similar to 2 part structure of Depositor agreement

and Exhbit Band Exhbit B Responsibilities and definition of a Content Responsibilities and definition of a Content

Collection NodeCollection Node Governance StructureGovernance Structure Responsibility of MembersResponsibility of Members Indemnification of other nodesIndemnification of other nodes Discontinuance of a nodeDiscontinuance of a node Applicable law (will follow laws of Applicable law (will follow laws of

California)California)

Procedure ManualProcedure Manual

Rules for manualRules for manual NGDA Governance structureNGDA Governance structure Communication between nodesCommunication between nodes Meeting frequencyMeeting frequency How new nodes are identifiedHow new nodes are identified How new nodes join (vetting)How new nodes join (vetting) How nodes departHow nodes depart Acquisition of contentAcquisition of content

www.ngda.org

Web addressWeb address

To view the Content Provider To view the Content Provider Agreement and Exhibit BAgreement and Exhibit B

www.ngda.orgwww.ngda.org

- Research- Research

-- Rights and Responsibilities-- Rights and Responsibilities