06092009_wudl_digital_asset_agreement



THE WASHINGTON UNIVERSITY DIGITAL LIBRARY

DIGITAL ASSET AGREEMENT

1. Purpose

The purpose of this Digital Asset Agreement is to grant The Washington University, on behalf of the Washington University Digital Library, a license to deposit, preserve and use your Digital Assets for the purposes described in this Agreement and consistent with WUDL’s mission to preserve and make available works of scholarship for teaching, research and study.

2. Definitions

“Agreement” means this document and the Digital Assets Submission Inventory submitted by Depositor.

“Commercial Purpose” means use for a purpose that generates a profit, either directly or indirectly.

“Digital Assets” means a collection of computer files that contain digital content (e.g., images, texts, sounds, video) and/or data descriptive of the content and its digital format that are listed on the DASI and deposited with WUDL.

“Depositor” means the person authorized to sign this Agreement.

“Digital Assets Submission Inventory” or “DASI” means the document that accompanies this Agreement and specifies the digital assets submitted pursuant to this Agreement which, along with this Agreement, constitutes the entire Agreement between WUDL and Depositor.

“Federate” means to bring together virtually digital assets for access and/or preservation purposes in such a way as to allow transparent searching as if they were a single database.

“Non-Commercial Purposes” means a use for a purpose that does not generate a profit, either directly or indirectly.

“WUDL” means The Washington University, its officers, employees, and agents, and including the Washington University Digital Library.

3. License

Please place your initials next to the one option you select from 3.1, 3.2 or 3.3 below.

_____ 3.1 Access and Preservation: The Depositor grants WUDL a perpetual, non-exclusive, irrevocable right to use the Digital Assets for Non-Commercial Purposes as specified below:

3.1 .1 Electronically present, and display the Digital Assets, including providing access via the internet to the WUDL community and other public venues;

3.1.2 Federate and incorporate the Digital Assets into databases containing other digital assets;

3.1.3 Augment or create metadata to enhance service capacity; and

3.1.4 Electronically store, archive, copy and/or convert to other media the Digital Assets for preservation purposes.

_____ 3.2 Redistribution, Access, and Preservation: The Depositor grants WUDL all the rights listed in Section 3.1, and in addition, the right to provide copies of the Digital Assets and all related information to non-WUDL parties.

_____ 3.3 Preservation Only: The Depositor grants WUDL a perpetual, non-exclusive, irrevocable right to electronically store, archive, copy and convert to other media the Digital Assets for preservation purposes only.

4. Depositor’s Obligations

4.1 The Depositor hereby represents and warrants that:

4.1.1 Depositor is authorized to enter into this Agreement and has full rights to deposit the Digital Assets listed on the DASI;

4.1.2 Depositor has made good faith efforts to ensure that the copyright information provided in the DASI is complete, correct and up-to-date as of the date of submission; and

4.1.3 Depositor will notify the WUDL within 30 days if rights to a deposited Digital Asset are modified.

4.2 The Depositor shall indemnify, defend, and hold harmless WUDL for expenses and damages, including reasonable attorney’s fees, arising by reason of or in connection with the Digital Assets, WUDL’s use of the Digital Assets or Depositor’s breach of this Agreement. This indemnity shall survive the termination of this agreement.

5. Washington University Digital Library’s Rights and Obligations

5.1 The WUDL shall:

5.1.1 Make reasonable efforts to manage the Digital Assets in perpetuity, developing them as appropriate to make them available for Non-Commercial Purposes;

5.1.2 Make reasonable efforts to comply with and inform end users of the copyright and special conditions related to the use of the Digital Assets in the form supplied by Depositor;

5.1.3 Comply with any reasonable instructions provided by Depositor regarding the use of the Digital Assets;

5.1.4 Cooperate with Depositor related to any third party claims regarding the Digital Assets; and

5.1.5 Obtain permission from Depositor or copyright owner to use the Digital Assets for any Commercial Purpose.

5.2 Although due care will be made to preserve the integrity of the Digital Assets, WUDL shall not be obligated to maintain the Digital Assets in their original media nor is WUDL responsible for loss or damage to the Digital Assets. Nothing contained in this Agreement requires WUDL to make access to and use of the Digital Assets available.

6. Miscellaneous

6.1 Special Circumstances. To the extent there are additional conditions or circumstances that are required for the parties to fulfill their obligations under this agreement, the description of the special circumstances or conditions are contained in Exhibit A, attached hereto and made a part hereof. If there is a conflict in terms between this Agreement and Exhibit A, the terms of Exhibit A will prevail.

6.2 Amendments & Waiver. This Agreement may be amended only by a writing signed by both Depositor and WUDL. A waiver on one occasion of breach of this Agreement shall not constitute a waiver on any other occasion of breach.

6.3 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective authorized successors and assigns.

6.4 Missouri Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Missouri. Any disputes that arise between the parties shall be resolved in the Circuit Court of the County of St. Louis, Missouri, and the parties stipulate to the jurisdiction and venue of such court.

6.5 Force Majeure. WUDL shall not be deemed in breach of this Agreement if it is unable to comply with the terms of this Agreement or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, or any other event beyond WUDL’s control.

Agreed and Executed by Depositor:

Depositor’s Printed Name: __________________________________________

Signature: ___________________________________________________________

Date: ____________________________

Address or Campus Box: _______________________________________________

Agreed and Executed on Behalf of The Washington University:

Name: ___________________________________________________________

Title: ____________________________________________________________

Signature: ________________________________________________________

Date: ____________________________

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