NOT-FOR-PROFIT MEMBERSHIP AGREEMENT

__________________________________ ("Member"), a not-for-profit entity organized under the laws of ____________________, intending to be legally bound, hereby agrees, effective January 1, ______________, to become a member of the Linguistic Data Consortium ("LDC"), upon the following terms and conditions:

1. MEMBER'S RIGHTS AND OBLIGATIONS

   Payment.

   Member agrees to pay to the LD Can annual membership fee, determined in accordance with the membership fee schedule, attached hereto as Exhibit A and incorporated herein, as it may be amended from time to time. The first annual payment shall be due upon execution of this Agreement. Subsequent payments shall be due on or before January 1 of each year thereafter, unless Member provides sixty days' prior written notice that it does not intend to renew its membership, or the LDC Host notifies Member that the LDC has terminated. Each membership year shall commence on January 1 and end December 31 of the following calendar year. Membership fees are non-refundable.

   License.

   In consideration of the annual membership fee, Member shall have a license to use for linguistic education and/or research purposes all materials which it receives from the LDC(``LDC Databases''), solely at the geographical sites listed on Exhibit B. Further, to the extent permitted by law, including federal and state copyright laws, and, if applicable, by any necessary user agreements described in Exhibit C below, Member may incorporate portions of the LDC Databases into its own work products for its internal non-commercial use. Unless explicitly permitted herein, Member shall have no right to copy, redistribute, transmit, publish or otherwise use the LDC Databases for any other purpose. Member shall give appropriate reference to these resources in scholarly publications whenever data resources are mentioned.

   User Agreements.

   In order to receive certain LDC Databases, Member shall restrict use of these Databases to only those of its employees or consultants within its control who, in advance of gaining access to the specified Databases, have signed a user agreement, a sample of which is attached hereto as Exhibit C. The specific Databases for which such user agreements are required will be indicated by the LDC. Member shall maintain all signed user agreements on file for inspection by the LDC Host upon its request. Member shall terminate access to the specified LDC Databases to individuals for whom the conditions contained in the user agreement no longer apply.

   Indemnity.

   Member shall defend, indemnify and hold harmless the LDC, its employees, trustees, officers, and agents (``Indemnified Persons'') from and against any and all liability, claims, lawsuits, losses, damages, costs or expenses (including attorneys' fees) which the Indemnified Persons may hereafter incur, suffer or be required to pay by reason of any use of the LDC Databases by Member, its employees, directors, officers or agents which violates this Agreement, any user agreements, or any laws, including federal and state copyright laws.

2. LDC HOST DISCLAIMER

   USER ACKNOWLEDGES AND AGREES THAT LDC DATABASES ARE PROVIDED ON AN “AS-IS” BASIS AND THAT LDC, AND ITS DATA PROVIDERS AND CORPUS AUTHORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY WITH WHATEVER DOCUMENTATION IS PROVIDED. IN NO EVENT SHALL LDC, ITS HOST INSTITUTION, DATA PROVIDORS OR CORPUS AUTHORS BE LIABLE FOR SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR OTHER DAMAGES, LOSSES, COSTS, CHARGES, CLAIMS, DEMANDS, FEES OR EXPENSES OF ANY NATURE OR KIND ARISING IN ANY WAY FROM THE FURNISHING OF OR USER’S USE OF THE CORPORA RECEIVED.

3. ADMINISTRATIVE PROVISIONS

   Notices.

   All notices required under this Agreement shall be in writing, prepaid first class, certified or registered mail, return receipt requested, as follows:

   LDC:            Ilya Ahtaridis
                   Membership Coordinator
                   3600 Market Street
                   Suite 810
                   Philadelphia, PA  19104
                   
   If to Member:       
   
   
   
   
   
   
   
   
   
   
   
   
        
   

   Member represents that it is a not-for-profit corporation and that the individual signing below is duly authorized to sign this Membership Agreement on behalf of the corporation.

Linguistic Data Consortium          MEMBER:___________________________


By:______________________________   By:_______________________________

Name:  Christopher Cieri            Name:_____________________________

Title:  Executive Director          Title:____________________________

Date:____________________________   Date:_____________________________

Exhibit A: LDC Membership Fees

For the period from January 1, 2004 to December 31, 2004, regular membership fees for the Linguistic Data Consortium have been set at $2,000 in the case of not-for-profit organizations, and $20,000 in the case of for-profit organizations.

Exhibit B: LDC Member Sites

September 1, 1994

Please indicate the name of the organizational unit to which this LDC Membership applies, and specify the location(s) where LDC materials will be used. A copy of this exhibit, with Member's additions, should be returned with the signed agreement form.

Exhibit C: Sample Individual User Agreement

September 1, 1994

An example of an individual user agreement is attached, as described in paragraph User Agreements of Section 1 MEMBER'S RIGHTS AND OBLIGATIONS. This particular agreement is to be used in the case of the TIPSTER Text Retrieval Collection.

Application by an Organization to Use the TIPSTER Information- Retrieval Text Research Collection, Volume 1

The _________________________________________, an organization of approximately _____ people engaging in research and development of natural-language- processing, information-retrieval or document-understanding systems, which is a part of

Corporation/Partnership/Legal Entity ____________________________________
                                                
                                     ____________________________________

Official mail address                ____________________________________
                                                
                                     ____________________________________
                                                
                                     ____________________________________

Telephone                            ____________________________________

Facsimile                            ____________________________________

Electronic mail                      ____________________________________

1. Permitted Uses.

1. The Information may only be used for research and development of natural-language- processing, information-retrieval or document-understanding systems.
2. Summaries, analyses and interpretations of the linguistic properties of the Information may be derived and published in a scientific or technical context, solely for the purpose of describing the research and development and related issues. Any such use shall not infringe the rights of any third party including, but not limited to, the authors and publishers of the excerpts.

1. Access to the Information by an individual person is to be controlled by that person's organization. The organization may only grant access to people working under its control, i.e. its own members, consultants to the organization, or individuals providing service to the organization.
2. Individuals may be allowed access to the Information only after completing a copy of the Application of an Individual to Use the TIPSTER Information-Retrieval Text Research Collection, volume 1, as provided with this application. The access is to be terminated when the conditions of the application no longer apply. The organization will retain the applications of all persons ever granted access to the Information and make them available upon request to any of the copyright holders and to the institution or agency holing this completed application.
3. The organization will maintain and post a list of people with current and recently- terminated access to the information.
4. An individual with access may only display the information to or share the information with persons whom his organization lists as having access to the information.

1. The copyright holders retain ownership and reserve all rights pertaining to the use and distribution of the information.
2. Except as specifically permitted above and as necessary to use and maintain the integrity of the information on computers used by the organization, the display, reproduction, transmission, distribution or publication of the information is prohibited.
3. Violations of the copyright restrictions on the information may result in legal liability.
4. Copyright holders of the information contained in the TIPSTER Information Retrieval Text Research Collection, volume 1 include:

   Wall Street Journal Material, Copyright 1987, 1988, 1989 Dow Jones, Inc.
   Associated Press, Copyright 1989
   Federal Register materials courtesy of IBM; formatted version copyright 1992, University of Pennsylvania
   Computer Library materials copyright owned by Ziff Communications Company and other parties as their respective interests may appear.

By the applicant:

Signature       _______________________________ Date    _______________

Name            _______________________________ Title   _______________

Accepted for the Linguistic Data Consortium:

Signature       _______________________________ Date    _______________

Name            Christopher Cieri               Title   Executive Director