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IELC Memorandum of Understanding

I.  PURPOSE.  The purpose of this MOU is to establish a working relationship between the organizations to organize and maintain a library consortium to provide environmental, ecology, wildlife, natural resources, business, and economics resources for research purposes.  The consortium will be titled the “International Environment Library Consortium” (the “IELC”).  The objectives of the IELC are:

A.  Expanding and enhancing access to electronic information resources through group negotiation and urchasing arrangements;

B.  Evaluating new products and services, and undertaking new development projects for products and services that would benefit Consortium Members.

II.  HOST INSTITUTION. 

A.  The administrative host of the IELC (“the Host”) is the institution listed in Schedule 1.

B.  The Prospective Host institution (“Prospective Host”) listed in Schedule 1 will assume the role of Host at the expiration or termination of the Host’s term. A transition period of no fewer than 30 days will precede each Host’s term, during which the IELC’s business records and legal agreements will be transferred to the Prospective Host, to be effective on their Term Start date.

C.  The Host and the chair of each Working Committee are together responsible for finalizing Host selection and providing all members with an updated Host Schedule (Schedule 1), promptly after any changes.

D.  Any Consortium Member may propose the removal of an institution from the role of Host for any or no cause.  Removal under this subsection shall require the unanimous consent of all Consortium Members, except for the Host.

E.  If no Prospective Host can be identified, the IELC will dissolve at the end of the Host’s Term.

III.  WORKING COMMITTEES.

A.  The Consortium is administered by Working Committees, under the general management of the IELC representative at the Host Institution.

B.  Each Working Committee will have a designated Chair, as elected by the members of that Working Committee. Each Working Committee Chair shall be responsible for the functions assigned to his or her committee. 

C.  The Working Committees are:

1.  Member Relations Committee

a)  The Member Relations Committee shall review and approve or reject potential members, subject to the criteria in Section IV; provide all Consortium Members with an updated list of Consortium Members (Schedule 2), promptly after any changes; and complete other relevant tasks as agreed by the Consortium Members.

2.  Vendor Relations Committee

a)  The Vendor Relations Committee shall be the primary contact for all communication between the IELC and vendors, including but not limited to fee negotiation, ordering and renewals processes, and complete other relevant tasks as agreed by the Consortium Members.  The Host shall be a member of the Vendor Relations Committee and will have final approval of all vendor agreements.

3.  Budget Committee

a)  The Budget Committee shall notify and update Consortium Members throughout the annual ordering and renewals process to confirm participation in subscriptions, communicate pricing details, and prepare invoices for each Consortium Member for fees due; and complete other relevant tasks as agreed by the Consortium Members.

4.  Technology and Content Committee

a)  The Technology and Content Committee shall be responsible for the IELC’s website and other communications tools, the IELC LibGuides system, the IELC Combined Title List, and other relevant tasks as agreed by the Consortium Members.

IV.  CONSORTIUM MEMBERS. 

A.  The Consortium Members are those organizations listed on Schedule 2, which shall be updated and distributed to all Consortium Members by the Chair of the Member Relations Committee. 

B.   The Member Relations Committee shall have full discretion to admit or reject new organizations; however, all Consortium Members must meet all of the following criteria: 

1.  The organization must be a not-for-profit 501(c)(3) organization (or equivalent designation in the relevant country of incorporation) or government agency.

2.  The organization must be engaged in the topics of environmental conservation, ecology, wildlife, natural resources, climate, business, economics, policy, etc.

3.  The organization must contribute to the understanding of one or both of the following:

a)  conservation of species, biodiversity, water, natural systems, and/or natural resources

b)  sustainable development, production, and use of natural resources.

C.  Each organization must agree to the terms of this MOU in order to become a Consortium Member.

V.  CONSORTIUM MEMBER UNDERTAKINGS.  Each Consortium Member agrees to the following:

A.  To assume and pay promptly when due any financial obligations arising from membership and participation in services offered through the IELC.  The Host shall bill Consortium Members for payments due; invoices detailing the services/goods rendered may be provided electronically or in hard copy.  Consortium Members shall pay invoices within thirty (30) days of receipt.  Time is of the essence with respect to all payments to be made by the Consortium Member.  Interest at a rate of five percent (5%) per year, compounded daily, or the highest rate permitted by law, whichever is less, shall accrue on any amount due hereunder from and after the date upon which the payment is due until the date of receipt of payment. 

B.  To provide ongoing representation of their respective organization at membership meetings and to maintain a current awareness of policy issues, system developments, and library responsibilities of the organization. 

C.  To participate in one or more Working Committees, or pay a separate membership fee in an amount determined annually by the Budget Committee.  If any Committee Member fails to fulfill their responsibilities as defined in the relevant annual Committee work plans, said Member will be ineligible to serve on a committee the following year and will pay the membership fee for that year.

D.  To be responsible for the infringement or unauthorized use of consortially licensed products or unauthorized disclosure of proprietary confidential information that is attributable to that Consortium Member’s actions or omissions.

E.  To be responsible for compliance with all use restrictions, including copyright provisions and shall assume responsibility for any loss, liability, or expense arising from violations of this obligation attributable to that Consortium Member’s actions or omissions.

VI.  HOST UNDERTAKINGS.  The Host agrees to the following:

A.  To act as the fiscal and contractual agent on behalf of the IELC on all matters relating to the receipt or expenditure of funds and on any contracts or licenses entered into on behalf of the IELC.

B.  To invoice each Consortium Member for fees due, and process payments when received.

C.  To prepare agendas and schedule and coordinate member meetings.

VII.  APPROVAL PROCEDURES.  

A.  The persons responsible for the implementation of this MOU shall be the highest ranking member of each of the Consortium Member libraries, or if no such representative exists, then some other designee appointed by the Consortium Member.  They shall meet at least twice a year to coordinate activities undertaken jointly under this MOU, including an annual review of the terms of this MOU.

B.  Each Consortium Member shall be responsible for any contract or other binding agreement required by the vendor and individual Consortium Members.

C.  The Host shall be responsible for any contract or other binding agreement required by a vendor and the IELC.  When feasible, the Host shall provide the Consortium Members with an opportunity to review and comment on the agreement prior to execution.  If a Consortium Members chooses to opt-out of any proposed agreement entered into by IELC, the Consortium Member must notify the Host in writing in advance of signature or at such time the Consortium Member is made aware of that agreement.  A Consortium Member who opts-out of an agreement shall not be responsible for any fees or costs associated with that agreement.   

VIII.  REMOVAL OF MEMBERS. 

A.  Any Consortium Member who has failed to pay an invoice for more than thirty (30) days after notice from the Host shall, at the Host’s option, lose their status as a Consortium Member.

B.  Any one of the Consortium Members may propose the removal of another Consortium Member for any or no cause.  Removal under this subsection shall require the unanimous consent of all Consortium Members, except for the Consortium Member proposed for removal.

IX.  CONFIDENTIALITY AND INTELLECTUAL PROPERTY. 

A.  The parties acknowledge that during the course of performing the work described in this Agreement, they may develop knowledge of or gain access to proprietary or confidential information of any Consortium Member, including but not limited to information concerning budgets, headcount, funding sources, programs, scientific data, technology, techniques, and strategies.  Any such proprietary or confidential information shall be clearly labeled as Confidential by the provider of the information.  The parties shall not disclose this information to any third-parties, except as required by law after providing the disclosing Consortium Member with sufficient notice to allow for objection to and/or prevent such disclosure.  The Consortium Members each warrant that it has adequate methods and standards of care in place to safeguard and protect their own confidential or proprietary information and further warrant that they will apply the same methods and standards to the protection of the other Consortium Members’ confidential or proprietary information.  At the conclusion or termination of this Agreement, the Consortium Members shall return all copies of confidential information and any other property belonging to another Consortium Member, or at the disclosing Consortium Member’s option, destroy or securely archive the confidential information in a manner acceptable to the disclosing Consortium Member. 

B.  Each Consortium Member shall retain the intellectual property rights to materials it has developed or licensed, in accordance with any applicable license restrictions.  Each Consortium Member is responsible for ensuring that any materials it submits for use by the IELC does not infringe upon third parties’ rights and that such use conforms to applicable license restrictions. Each Consortium Member is responsible for its respective organization’s compliance with the intellectual property rights and restrictions of products and services negotiated on behalf of the IELC.           

X.  LIABILITY.  

A.  Each Consortium Member agrees that it will be solely liable for its own acts and omissions under this MOU. 

B.  Each Consortium Member will indemnify, defend, and hold harmless all other Consortium Members, together with their respective officers, directors, employees, and agents, against any claims, losses, damages, and other liabilities (including reasonable attorney's fees and other expenses) arising out of the indemnifying Consortium Member’s negligence or misconduct.

C.  The parties are individually responsible for complying with all applicable laws and regulations relating to their activities.  There is no joint or several liability between the Consortium Members for their respective acts or omissions.

XI.  PUBLIC STATEMENTS.  No Consortium Member will make any public announcement or statement of any project or matter under this MOU without the prior written approval of the other Consortium Members, unless otherwise agreed in advance. Any use of a Consortium Member’s name or logo will be made only with the express written authorization of the relevant Consortium Member.

XII.  TERM AND TERMINATION.  The term of this MOU shall be one year beginning on May 30, 2014, and ending on May 29, 2015.  The MOU shall automatically renew each year for subsequent one-year terms unless the Consortium Members agree to terminate the MOU.  The terms of this MOU shall be reviewed by the Consortium Members annually.  Any Consortium Member may withdraw from the IELC and terminate its participation in this MOU with written notice to the Host for any reason, but must fulfill any subscription responsibilities previously agreed to in writing.  The parties agree to work together in good faith and cooperation in resolving any issues relating to such termination of involvement.

XIII.  NOTICES.  Any notice required by this MOU shall be in writing and (i) sent certified mail, return receipt requested, or by reputable courier, to the parties at the addresses set out below; or (ii) personally delivered with acknowledgment of receipt.  Notices in conformance with this paragraph shall be effective upon receipt.

XIV.  INDEPENDENT PARTIES. The parties to this MOU are not to be considered agents or employees of the other for any purpose and no joint venture or principal-agent relationship exists among the parties. No party will have the right or authority to assume, create, or incur any liability or obligation of any kind, expressed or implied, in the name or on behalf of the other.  This MOU does not restrict any party from participating in similar activities or entering into arrangements with other persons or entities for similar or related purposes.

XV.  NOT FOR BENEFIT OF THIRD PARTY.   The provisions of this MOU are intended only for the benefit of the parties hereto.  Unless otherwise expressly provided for herein, this MOU is not intended for the benefit of any person or entity not a party hereto and no rights are granted to such third parties hereunder.

XVI.  GOVERNING LAW.  This Agreement shall be deemed a contract made under, and shall be construed and enforced in accordance with, the laws of the District of Columbia, U.S.A., applicable to contracts fully executed and performed therein.  If any disputes arise between the parties relating to this MOU, the parties shall attempt to resolve the dispute through good faith discussions either by themselves or through the assistance of a mediator. 

XVII.  AMENDMENT; ENTIRE AGREEMENT.  This MOU may be modified only by written amendment executed by all parties. This MOU contains the entire agreement of the parties.

XVIII.  SEVERABILITY.  If any provision of this MOU is held invalid, the other provisions shall not be affected thereby.

XIX.  COUNTERPARTS. This Agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original and said counterparts together shall constitute one and the same instrument.