Notes from: Avoiding Misunderstanding in Collaborative Digital Projects
Note taker: Allison Standen
Presentation by Brenda Campbell, Images Canada Project Manager
Presented at OLITA: Digital Odyssey, Toronto, May 12 th, 2006
About Brenda Campbell
Brenda manages the Images Canada project currently and is also involved in the Digitization Program for the Archival Community. Brenda has worked on the Images Canada project since 2002. This particular program has been often cited as an excellent model for its manner of bringing together a multitude of partners.
Overview on Partnerships & Digitization Partnerships
Key to partnerships is establishing good agreements or memorandums of understanding so that all parties work out the parameters and expectations ahead of time. Brenda noted that can be very difficult to rework contracts after the fact, so it is much better to get everything agreed to and understood up front.
As noted in her slideshow, partnerships form the basis of collaborative digital projects with institutions pooling their resources to digitize collections and host them in a searchable database online. One of the partners will generally act as an administrator and host the database, while other partners are contributors.
Example: Images Canada
In the early stages of Images Canada the host was the Library & Archives Canada who supplied the server and the technical team. Some of the inaugural partners were: Toronto Public Library, the Glenbow Museum, the Earth Sciences Sector of Natural Resources, and the Canada Science and Technology Museum.
Images Canada brings together existing online collections and allows researchers and users to view thumbnail images. Currently there are over 160, 000 images in the database. Unfortunately, unlike the English content, there is not yet as vast an amount of French content. Presently only government departments must supply bilingual metadata to accompany their submitted images.
A project such as Images Canada uses a Memorandum of Understanding to lay down the basic contractual arrangements, but then also includes a Project Annex to detail specific projects that are being undertaken by the partners.
All deliverables are tracked and partners are highly encouraged to keep to agreed upon deadlines. This is particularly important if funding is tied to deliverables and timelines.
Items to watch out for
Brenda warns against “scope creep” where a content provider discovers a new collection or additional items not originally detailed in the Project Annex which they feel has to be included. Additional items can result in a series of resource problems. There may not be enough human resources to take on the new material and still meet deadlines, particular equipment may be required which has to be schedule or is unavailable, and the costs go beyond budgeted amounts.
Another issue to watch out for is Copyright. When it comes to digitization projects the question of who owns the image and therefore who has the rights to determine what happens to the image, is very key. There are five Images Canada staff people employed full time in clearing copyright issues. As part of the agreement partners can be expected to clear copyright. Sometimes this results in a contentious situation due to incorrect assumptions being made. In one case, an advertisement was being submitted for inclusion; however it wasn’t clear that the copyright issues had been taken care of: Who paid for the original Ad? Is that company still around? Do they still own the Ad?
In general, however, Brenda reports that most copyright owners are thrilled by the prospect of their work being included and about 94% of the issues are cleared up without costs. The Images Canada project does allocate approx. $1000-$2000 per project in case there are costs in obtaining the rights to the image. They undertake approximately 14 projects per year. The most costly copyright issues seem to involve audio-visual materials and in particular musical works. Copyright can be held by music cooperatives, companies, or multiple people. The rights when granted are often quite limited – i.e. a music clip can only be 30 seconds long and can only be used for a specific time period before renewing.
Overview of Agreements
A Memorandum of Understanding (MOU) is an agreement between partners for a limited time. As Brenda’s slide points out this MOU can be quite specific or general and is often drawn up by the legal department. This is quite formal.
A Contribution Agreement is less formal although formatted similar to an MOU. It is often between a funding agent and the organization receiving funds. The Digitization Program for the Archival Community tends to use this type of agreement more often.
Letter of Agreement (LOA) is a letter that is more informal and which is generally between institutions for a specific, short-term project.
No matter what type of agreement you put in place Brenda recommends that you make sure you determine who is responsible for what, what the timelines are, if there are limitations and who is paying for what.
A Project Annex is a document added to a general, long term MOU and it details specific work that is to be accomplished in the short-term.
Memorandum of Understanding: Overview
Brenda’s slideshow summarized several key areas:
- Project Responsibilities
- Who will provide what and when
- Establish clear roles and expectations: who is handling administration, management, technical support, etc
- Good idea to include a clause that covers unexpected tasks with terminology along the lines of … other related duties or as required and appropriate
- Project Costs
- Who will pay for which service or project (decisions may involve determining is one is using off the shelf software, open source, etc.)
- State limitations
- Project Approvals
- Who needs to authorize submissions before launch? (Brenda mentioned one scenario where a partner had left all the authorizations with one individual who had to take a leave in the middle of the project, but who had not delegated this power to anyone else – it left the project stagnant and unable to meet its deadlines)
- Dispute Resolution
- Determine with a clear methodology how conflicts will be handled
- Decide if a third party will be involved
- Establish who is responsible for copyright clearance, spell this is out clearly in the MOU
- Determine if each partner will have their own individual copyright statement on the host site or will there be a common copyright statement for all contributors to the project
- Will there be a pre-authorized license for reproduction (often this is stated as for educational use only and is for use by schools, teachers, students…)
- Duration and Termination
- Determine how long agreement will be in effect
- Define process to terminate agreement
- Determine review period
Points from Slideshow & Comments related to Agreements set up for Images Canada
- the initial MOU was between NLC and its inaugural partners
- it did take several iterations before they arrived at a final version
- it needed each participant’s legal dep’t or staff person to review
- it required signatures of the Nat’l Librarian and chief administrator of each partner
- Duration was 2 years
- Current MOU provides a broad framework with a 5yr term
- It lists collaborative activities but stipulates that these may be limited by funding and resources
- Limits responsibilities for costs incurrent by partners (limits to what the partners received as funding)
- Provides for consultation as dispute resolution methodology
- Termination requires 3 months written notice
- Includes clause of limitation of legally binding obligations, (note: this is also not a legally binding contract)
- Use a Project Annex each year to detail that year’s projects – this can be signed at the director level of partners yearly and covers additions to long-term project
- This document defines scope (which may include the number of images – i.e. a target may be quoted), establishes mutual roles and responsibilities
- Clearly establishes approval/authorization process
- Defines specifics relating to copyright of contributed material
- Defines term of 1yr with termination notice of 30 days
Comments following presentation
Suggestion: “Add in to MOU and critical dependencies that would affect successful outcome of project. i.e. define what is essential to project’s completion – funding, timelines, certain equipment, key resources being hired, etc”
Tip from Brenda: “Be clear on what contributions are in kind and what are in cash.”
Question: “Do you have any strategies for facilitating the approval process for an MOU internally – i.e. for approaching internal legal departments?”
Answer: “Make sure the language of the MOU is in plain language that all can easily understand what the project is about and try to work with a consistent group of people.”
Comment: “It seems that Images Canada is not well known within Library & Archives Canada and it doesn’t appear to be well funded. I am concerned that it continues to receive good government support and that we make it known how important a project and service it is to not only the library community but to our broader community as a whole.”