This understanding is made as of the DATE OF LAST SIGNATURE by and between <institution name>, the Orbis Library Consortium, and the State of Oregon acting by and through the State Board of Higher Education on behalf of the University of Oregon. The term of this agreement is from this date and will not terminate except upon written notice as per Section 4.10-11.

1.1 Orbis is a consortium of publicly and privately funded institutions of higher education in the Pacific Northwest. Its mission is to enrich the collections, share the resources, enhance the services and strengthen support for its member libraries. The mission is achieved through supporting a unified catalog of library resources, an efficient materials request and delivery system, and other activities that enable Orbis and its members to provide library services efficiently and effectively.

1.2 Startup funds for the Orbis project have been provided by a 1993 grant to the University of Oregon from the Meyer Memorial Trust. A portion of the recurring budget for the University of Oregon's support of the Orbis project has been provided by the Oregon University System.

1.3 Each member's goal shall be to maintain and enhance a strong working relationship with state-supported and private institutions of higher education. All member institutions shall subscribe to the goals and primary functions of Orbis as noted below.

1.4 Orbis is based on integrated library software and computer equipment located at each member institution and a central site, and linked via the Internet, which in turn constitutes the automated union catalog system.

1.5 The functions of Orbis are listed below, not necessarily in priority order of importance:

2.1 Orbis is governed by a governing board of representatives from each member institution. That board, called the Orbis Council, shall consist of the library directors of member institutions.

2.2 The Orbis Council will elect a Chair. The term of service and obligations of office shall be published in the Orbis Bylaws.

2.3 Each member institution shall have one vote on the Orbis Council.

2.4 The Council shall develop and maintain bylaws governing Orbis's activities and services.

2.5 The Council shall approve Orbis budgets and expenditure plans.

2.6 The Council shall set policies for Orbis and its relationship with member institutions.

2.7 The Technical Advisory Council, consisting of staff designated by each member institution, shall advise the Orbis Council on technical management issues.

2.8 The Orbis Council shall establish other advisory groups or ad-hoc committees as needed.

3.1 The University of Oregon shall serve as the business agent for Orbis and shall provide administrative and technical support for the Consortium as follows:

3.2 The University of Oregon shall purchase with private grant and state funds the Orbis central system hardware and software to be placed in the Meyer Technical Services Center, Knight Library, University of Oregon, Eugene. The specific items purchased shall be determined by the Orbis Council.

3.3 The University of Oregon shall provide reliable central site capacity for Orbis-related telecommunication traffic to and from the central system to each member institution, sufficient for access to the union catalog and other databases per section 1.5.

3.4 The University of Oregon shall install, operate, and maintain with private grant and OUS funds and non-OUS member contributions a union catalog of Orbis members accessible to member institutions. To the extent that this requires the support and coordination of locally-generated data or activities, neither the University of Oregon nor the Orbis Council shall obligate a member institution to pay additional expenses without the member institution's prior approval.

3.5 The University of Oregon may install, operate and maintain other databases at the Orbis central site for access by member institutions. If access to any database requires direct institutional expense, the member has the option at its discretion to decline participation and access to that database.

3.6 The University of Oregon shall prepare and administer budgets and make expenditures pursuant to the direction and approval of the Orbis Council.

3.7 Budget and accounting activities for Orbis shall be maintained on the University of Oregon's Financial Information System (FIS).

3.8 The University of Oregon shall provide the Orbis Council with all necessary management information, including but not limited to technical, financial, and statistical reports.

3.9 The University of Oregon shall draft an annual report subject to the approval of the Orbis Council.

3.10 The University of Oregon shall be the official repository for Orbis documentation, correspondence, and other business records.

4.1 Each member institution shall be responsible for purchasing and maintaining its own local system hardware and software.

4.2 Each member institution shall provide, at its expense, all costs to link and ensure reliable access from the institution's local system to the Orbis central system at the University of Oregon, Eugene.

4.3 Member institutions whose initial participation in Orbis was not funded by the 1993 Meyer Memorial Trust Grant shall pay the University of Oregon a pro-rata amount for differential hardware and software costs. The payment amount shall be determined according to published schedules approved by the Orbis Council.

4.4 Member institutions whose ongoing participation in Orbis is not funded by the Oregon University System shall pay the University of Oregon a pro-rata amount for differential maintenance, supplies, and equipment reserve costs. The payment amount shall be determined according to published schedules approved by the Orbis Council.

4.5 Each member institution shall provide to Orbis a copy of its bibliographic, authority and holdings databases for loading into the central system at the time of initial system installation.

4.6 Each member institution shall provide to Orbis additional records added to the above mentioned databases (new or retrospectively converted material) by mutually acceptable means.

4.7 Each member institution shall participate in central system interlibrary circulation according to current circulation policies as approved by the Orbis Council. Provision of the widest possible circulation services under these policies shall be a condition of membership.

4.8 Each member institution shall participate in the Orbis electronic and physical document delivery services that support the circulation noted in section 4.7 and other cooperative services and activities as approved by the Orbis Council.

4.9 Each member institution shall actively participate in the general management and advisory activities of Orbis by maintaining active participation in the Orbis Council and in additional groups established by the Orbis Council including but not limited to standing committees, ad-hoc committees, task forces, and advisory bodies. Travel costs are the responsibility of the member institution.

4.10 The Orbis Council may unilaterally terminate a member institution's Orbis membership only if the institution materially breaches its duties and such duties remain breached for 180 days after notification by Orbis or if to continue participation would violate laws of the State of Oregon.

4.11 Each member institution can, at its discretion, withdraw from the Orbis program. Such withdrawal will be effective upon 180 days written notice.

4.12 Each member institution shall be responsible for verifying copyright and/or fair use status and/or obtaining copyright permission prior to its placing or introducing any information, text, graphics or data into the Orbis database(s). Member institutions agree they shall be solely responsible for any loss, liability or expense due to loading of copyrighted materials in the Orbis databases by the employees or agents of the member institution where such loading or subsequent use, viewing, printing, downloading or recopying is alleged to be infringing. To the extent allowed by Oregon law (ORS 30.260 through 30.300) and the Oregon Constitution, Article XI, Section 7, member institutions agree to indemnify other members for the actions covered in this paragraph. For member institutions which are part of the Oregon University System any indemnification of other System members shall be solely through allocation of loss experience as established by the Risk Management Division of the Department of Administrative Services.

5.1 Data obtained by the central site from each member institution are hereby contributed in perpetuity to the State of Oregon for use in achievement of Orbis's goals, subject to any third-party license restrictions attached to such data.

5.2 Data obtained by each member institution from the central system are hereby contributed in perpetuity to the member institution, subject to any third-party license restrictions attached to such data.

5.3 If a member institution ceases participation in Orbis, the data submitted to the central system at that point shall be removed from central system data at the discretion of the Orbis Council. Database maintenance costs for removal of data shall be borne by the withdrawing member institution.

6.1 If sufficient funds are not provided in future legislatively approved budgets of the Oregon University System or its Member Institutions to permit them in the exercise of their reasonable administrative discretion to continue this agreement, or if OUS or any of its institutions or the programs participating in this agreement are abolished, OUS or its Member Institutions may terminate this agreement without liability by giving other Member Institutions not less than 30 days prior notice. In determining the availability of funds for this agreement, OUS and its Member Institutions may use the budget adopted for them by the Joint Ways and Means Committee of the Oregon Legislative Assembly.

6.2 Except as otherwise limited by Oregon law, ORS 30.260 through 30.300, and the Oregon Constitution, Article XI, Section 7, each party shall be responsible for its tortious act or omissions and those of its officers or employees arising out of, or in any way connected with the performance or obligations of each party under this agreement. Nothing in this agreement shall be interpreted to create obligations for the State of Oregon, the State Board of Higher Education, the institutions of the Oregon University System beyond those expressly established by this agreement. Further, through the assumption of responsibilities, the University of Oregon does not agree to enforce performance of any obligations assumed by other institutions of the Oregon University System. Niether may other Oregon University System institutions be required to fulfill the obligations the University of Oregon has agreed to assume.

6.3 This agreement constitutes the entire agreement between the parties. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this agreement. No amendment, consent, or waiver of terms of this agreement shall bind either party unless in writing and signed by all parties. Any such amendment, consent, or waiver shall be effective only in the specific instance and for the specific purpose given. The parties, by the signature below of their authorized representatives, acknowledge having read and understood the agreement and to be bound by its terms and conditions.