1. Case Study: The MetaArchive Cooperative Charter Katherine Skinner Distributed Digital Preservation Workshop May 31, 2007

2. Background: the process  Stage One: the promise  Stage Two: the committee  Stage Three: the draft  Stage Four: the review  Stage Five: the redrafting  Stage Six: the rollout

3. Stage 1: The Promise  Consortium model to include: Proposed legal entity, if any (e.g., partnership, joint venture), Management structure of the consortium, Proposed membership (industry, non-profit, educational institutions, small businesses), and Lead institution or organization responsible for the completion of the consortium’s responsibilities under the cooperative agreement with the authority to commit the consortium.  Articles of Collaboration for this project to include: Definitive description of the roles and responsibilities of the consortium’s members, Commitments of financial, personnel, facilities, and other resources, Milestone chart of project activities of the consortium, Accounting requirements, Subcontracting procedures, Disputes, term of the agreement, insurance and liability issues, Internal and external reporting requirements, Obligations of organizations withdrawing from the consortia, Allocation of data and intellectual and patent rights among the consortia members, agreements, if any, to share existing technology and data, Allocation of payments from the Library of Congress, and Cost sharing among consortium members.

4. Stage 1: The Promise Two interrelated goals: 1. to define the mission and operating principles, membership responsibilities, governance structure, and services and operations of the Cooperative, and 2. to formalize the relationships between member institutions. Also—sought to develop generalized template

5. Stage 2: The Committee  Cooperative Agreement Analysis Plan  Six-person committee named  Researched existing models  Produced outline: Introduction, Partnership, Organization and Governance, Financial and Economic Stability  Produced first draft

6. Stage 3: The Draft  Drafted via wiki  Reviewed at a Steering Committee meeting  Determined that it was a great start, but that our purpose had shifted during its composition Formalizing arrangement for our group Formalizing arrangement for growth

7. Stage 4: The Review  Addition of two new voices: Dwayne Buttler at University of Louisville Jeffrey/Lorien at Kilpatrick and Stockton  Key Issues: “Partner” definition Liability and indemnification Non-compliance/Breach Exit strategies

8. Stage 5: The Redraft  Name Change: Cooperative Charter, not Cooperative Agreement; Membership Agreement instead of Memorandum of Understanding  Introduction: description of Cooperative, the network that it currently runs, the mission and operating principles, and target audience  Membership: eligibility, membership types, costs and fees associated with joining, benefits and responsibilities gained by joining  Organization and Governance: Cooperative, Committees, communications, annual meeting, withdrawal, and procedures for non-compliance and/or material breech  Services and Operations: description of network, recovery practices, network assistance, and security; staffing, outreach, and financial plan  Membership Agreement: definitions, specific roles, responsibilities, contractual term…this is the legal contract

9. Stage 6: The Roll-Out  March 2007  Under review at all member institutions  In your packets!

10. Lessons Learned  Template is unlikely—each Collaborative will need to wrestle with the details  Most valuable asset we gained—not the documents developed, but the decisions we made along the way