Category Archives: Agreement UM Attachment 5

L UM A.05

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Research Corpus.

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L UM A.05

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Research Corpus.

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L UM A.05.1

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a. Cooperation in Research Corpus. Following the Effective Date, Google will exercise (when and if exercisable) all rights granted under Section 7.2(d) of the Settlement Agreement to enable the creation and implementation of the Research Corpus at Host Sites as determined and conditioned in accordance with such Section. Google will provide to each Host Site, in a manner to be mutually agreed upon by Google and the Host Site(s), a set of Digital Copies of all Books (other than Books that have been Removed by Rightsholders pursuant to Section 3.5 of the Settlement Agreement or Library Scans that have been withdrawn pursuant to Section 7.2(d)(iv) of the Settlement Agreement) and Digital Copies of public domain works Digitized in connection with the Google Library Project, unless restricted by the library that provided such works (provided that Google shall not cause or provide incentives to any library to impose any such restriction), to each of the Host Sites, subject to the Host Site(s) agreeing to the Host Site-Registry Agreement and a separate agreement with Google incorporating the terms of the Settlement Agreement governing the Research Corpus and restrictions on sharing the content. Google shall offer Google Partner Program publishers the ability to include their works in the Research Corpus.

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L UM A.05.2

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b. Google Support. Google will make appropriate personnel reasonably available to provide, at no charge, up to 100 personnel hours per Host Site, per year for two years following the Effective Date consisting of technical start-up advice related to the creation and operation of the Research Corpus to each Host Site, subject to the Host Site(s) executing services agreements with Google containing Google’s customary terms and conditions for such services. In addition, Google shall provide not less than $5,000,000 in aggregate to be used at the direction of the Interested Institutions (acting through the Designated Representative in the manner set forth in Section 7.4 of the Settlement Agreement) for the development of one or more Host Sites (including Google as a Host Site), of which $500,000 will be deposited into an escrow account by Google after the execution by at least one Fully Participating Library or Cooperating Library of a Digitization Agreement or an amendment to a Digitization Agreement incorporating these Collective Terms within fifteen business days after written request by such Fully Participating Library or Cooperating Library, an additional $1,000,000 will be deposited into an escrow account by Google within fifteen business days after the last date of execution of Digitization Agreements and/or amendments to Digitization Agreements incorporating these Collective Terms by at least three Fully Participating Libraries and/or Cooperating Libraries (excluding the first Fully Participating or Cooperating Library that triggered the initial $500,000 payment), and the remainder will be deposited by Google into the escrow account within fifteen business days after the Effective Date. The escrow account will be set up by the Interested Institutions, acting through the Designated Representative in the manner set forth in Section 7.4 of the Settlement Agreement, with an independent third party approved by Google, such approval not to be unreasonably withheld. The costs for the creation and administration of the escrow account shall be paid out of the funds in escrow. The Interested Institutions may use the escrowed funds solely for the development of one or more Host Sites immediately upon their deposit into the escrow account by Google. Subject to the foregoing restriction, the Interested Institutions’ use of the escrowed funds in the development of the Host Site(s) shall be at their sole discretion. The Interested Institutions, acting though the Designated Representative in the manner set forth in Section 7.4 of the Settlement Agreement, shall designate a representative (which may be the Designated Representative) authorized to deal with Google with respect to the creation and administration of the escrow account, the deposit of the funds, and all other matters relating to the Host Site(s), and Google shall be obligated to deal only with such representative. The Interested Institutions shall be bound by the decision of such designated representative in the same manner as with respect to the Designated Representative under Section 7.4 of the Settlement Agreement.

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L UM A.05.3

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c. Content Improvements and Delivery. After the initial delivery of the Research Corpus to a Host Site, within thirty (30) days after Google Digitizes a Book required to be in the Research Corpus or materially improves a Digital Copy of a Book contained in the Research Corpus, Google will provide or make available a copy of the file for each such Digital Copy to the Host Site. In addition, Google will provide each Host Site access to download a copy of the electronic file for each such Digital Copy of a Book each time an electronic file for that Book is improved by (i) any Fully Participating Library or Cooperating Library provided that such library makes the improved file available to Google, (ii) any third party that improves the quality of a Digital Copy of such Book to be used in the Accommodated Services under the terms of a Library-Registry (Fully Participating) Agreement, Library-Registry (Cooperating) Agreement, and/or the Settlement Agreement, provided that such third party makes the improved file available to Google, or (iii) any third party to the extent Google is so permitted under a contract with such third party and provided that such third party makes the improved file available to Google. If a Host Site elects to download a copy of the improved electronic file for any such Book, the Host Site may download only the most current version of such file. Google will make improved versions of the files available to each Host Site within a reasonable period of time after they are created by another party and provided to Google as contemplated by this Paragraph. If an Interested Institution improves a Digital Copy of a Book, a public domain work or other work contained in the Institution Digital Copy, it shall provide the improved file to Google within a reasonable period of time. In connection with the furnishing of required content, Google agrees from time to time to (x) use delivery methods to be mutually agreed upon between Google and the Host Site that are reasonably appropriate to timely delivery of the volume of content being delivered; (y) employ mutually agreed upon technologies that provide reasonably appropriate downloading and throughput speeds to each Host Site; and (z) make available servers (or use some other mutually agreed upon mechanism for delivery of data) that have reasonably appropriate capacity and rate of connectivity.

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L UM A.05.4

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d. Technical Cooperation. Google will reasonably cooperate with each Host Site to establish mutually agreed communications and dispute resolution procedures with the goal that Host Site issues related to technical performance (e.g. related to download issues) be addressed expeditiously.

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