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sample contract - DOC by 7IE61T9r

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									DRAFT COPY                                                            DRAFT COPY
  Agreement for the Optical Character Recognition Conversion of
                      ____ digital objects
This shall serve as notice of an agreement between _________ (herein referred to as the
“Vendor”), and

_______ (herein referred to as the “University”), on behalf of the __________ (herein
referred to as the “Library”).

Therefore, in consideration of the mutual promises set forth hereinafter, the Vendor and
the Library mutually agree as follows:

                         Article 1. Scope of the Agreement
1.1 The Vendor and the Library mutually establish as their objective the conversion via
    Optical Character Recognition (OCR) of selected journals from ____’s collections.
    The Vendor will process an estimated 40,000 images between June 2007 and
    November 2007 and provide the digital derivatives to the library.


                         Article 2. Duration of the Agreement
2.1 The Vendor and the Library agree that the Duration of the Agreement between the
Library and Vendor for the OCR conversion for the project journals will be in force
between June 2007- June 2008.

                                    Article 3. Cost
3.1 The Vendor and the Library mutually agree that all work described in sections 4 and
    5, “Project Deliverables” and “Quality Control and Inspection” to be performed and
    delivered by the Vendor shall be billed to the Library at costs detailed in Section 5.

3.2 The Vendor and the Library also mutually agree that any extension of the project
    beyond June 2008 may require re-negotiation of the cost

                      Article 4. Material Preparation and Shipping
4.1 The Vendor and the Library agree that the Library will prepare and ship issues of the
selected journals to the Vendor so that they are “camera ready.” Preparation by the
Library will include:
     Removal of pencil or other marks that obscure the clarity of text (if possible)
     Secure packing of the issues for shipping
     Shipping of all issues to the Vendor by a traceable shipping service
     Email notification to the Vendor that the shipment has been sent, including
        specific content (packing slip) information about the issues in that shipment




                                                                      SAMPLE # 8 - 1
                            Article 5. Project Deliverables
5.1 The Vendor and the Library mutually agree that all work and products described
    herein are the responsibility of the Vendor to deliver to the Library during the
    Duration of the Agreement.

5.2 The Vendor will create for each page of the Journals
    2 files: flat text file with searchable UTF8 Unicode AND Sakhr .art format, OR
    At the point in time when Sakhr Inc. delivers an upgraded version of their OCR
      software, an additional file format will be delivered to the Library as follows: 2
      files: PDF+text AND flat text file with searchable UTF8 Unicode

5.3 Charges: (fill in per RFP)


           Organization and Metadata

 5.4 The Vendor will also deliver all content by allowing the library to FTP to a server at the
 Vendor and retrieve the scans. All of the volumes and issues of the journals scanned and
 delivered to the Library should be organized in separate subdirectories under a main
 directory of the journal. We will provide the abbreviations for the journal.
 Example:

 SUMER (journal title)
   \sumer_2_1_ar
          \PTIFF
                 sumer_2_1_ar_0001.tif
                 sumer_2_1_ar_0002.tif
          \OUTPUT
                 sumer_2_1_ar_0001.txt
                 sumer_2_1_ar_0002.txt
                 sumer_2_1_ar_0001.pdf
                 sumer_2_1_ar_0002.pdf

 ANOTHER example
 \sumer_3_1_ar
         \PTIFF
                sumer_3_1_ar_0001.tif
                sumer_3_1_ar_0002.tif
         \OUTPUT
                sumer_3_1_ar_0001.txt
                sumer_3_1_ar_0002.txt
                sumer_3_1_ar_0001.art
                sumer_3_1_ar_0002.art


                       Article 6. Quality Control and Inspection


                                                                      SAMPLE # 8 - 2
6.1 The Vendor and the Library mutually agree that the Vendor will employ the following
    quality control (QC) inspection routines and guarantee to honor the following standards for
    all work performed.
     A visual QC to ensure that all .txt files are properly encoded as Unicode UTF8 and
        display Arabic characters.
     A random sampling of 10% of the total batch of files shall be reviewed for OCR
        accuracy. Arabic OCR output accuracy levels are expected to exceed 90% on modern
        texts.
     At the point in time when Sakhr Inc. delivers an upgraded version of their OCR software
        that produces a PDF+TEXT output format, a random QC on PDF+TEXT files to assure
        searchability.

6.2 The Vendor and the Library mutually agree that the Library will perform a secondary
    quality control check on a statistical sample of all finished work produced by the Vendor in
    accordance with American National Standards Institute ANSI/ASQ Z1.4-2003. A random
    sample equal to 10% of the total batch of files shall serve as the inspection sample for each
    file type.

                                 Article 7. Resolution of Error
7.1 The Vendor and the Library agree that a batch file consisting of the file content delivered to
    the Library by the Vendor will be rejected in its entirety if, in a given random inspection
    sample, more than one file per 200 sample files is found to be missing, duplicated,
    unreadable, or is otherwise determined to be defective.

7.3 The Vendor and the Library agree that any and all corrections to errors in work performed by
    the Vendor during the Duration of the Agreement shall be resolved to the satisfaction of the
    Library without additional cost.

7.4 Payment to the Vendor will be withheld until all corrections to errors in work performed by
    the Vendor are complete.

                            Article 8. Shipment of Journal Issues
8.1 The Vendor and the Library agree that the Library will pay for the outgoing and return
    shipping costs of each batch of the journals sent for OCR processing.

8.2 The Vendor and the Library agree that the shipping costs for batches of the journals
    returned to the Vendor for correction are the responsibility of the Vendor and not the
    Library.

8.3 The Vendor and the Library acknowledge that it is the responsibility of the Vendor to ensure
    that issues of the journals are safely packed for return shipment to the Library.

8.4 The Vendor and Library acknowledge that insurance will be purchased when shipping to
    Vendor and returning to library at the rate of $100 per volume unless the library indicates
    otherwise on the packing slip. The Vendor will use a trackable shipping service.




                                                                              SAMPLE # 8 - 3
                                Article 9. Schedule and Workflow
9.1 Starting in June 2007, the Library will send approximately 8,000 pages to the Vendor each
    month (equaling approximately 30 journal volumes). The Vendor will send the OCR output
    files and the originals back within 30 days, at which point the Library will send the shipment.
    We will send 6 shipments of approximately 8,000 pages on a monthly basis between June
    and November 2007.

9.2 The Library will be billed monthly for each batch of images.

                                         Article 10. Liability
The Vendor acknowledges liability for damage and loss up to the full replacement value of all
property belonging to the Library while that property is housed or stored within the Vendor’s
premises or that of its affiliated partners
.
                                     Article 11. Subcontracting
The Vendor agrees that all work to be performed as described in articles 4 and 5 are the
responsibility of the contracted Vendor. No subcontracting of work as described in Articles 4
and 5 is permitted without the notification and approval of the Library.

                                Article 12. Rights Over Products
All copies of the journals whether original issues or copies produced in analog or digital format
are the sole property of the Library. The Vendor may not retain or reuse any products produced
during this project.

                                 Article 13. Communication
The Vendor and the Library agree to communicate at all times when possible by email. Email
communication will be responded to within 48 hours of receipt. The receiving party will
summarize communication between the Vendor and the Library by telephone in an email
message within 48 hours of receipt.

                            Article 14. Non-Compliance and Default
The Library will notify the Vendor in writing concerning non-compliance with any of the articles
and provisions outlined in this agreement. The failure of the Vendor to correct the specified
errors or come to an amicable solution with the Library within thirty days of notification will
constitute default.

                                    Article 15. Force Majeure
The Vendor and the Library mutually agree to the performance of all obligations and articles
stipulated in this agreement accept in those instances where said obligations are impossible to
perform due to natural disasters, acts of war, civil unrest, or bans on the import or export of any
material goods or property governed by this agreement. The party whose performance of its
obligations hereunder has become impossible due to such circumstances must immediately
notify the other party of the onset and abatement of such circumstances.


                                       Article 16. Entirety



                                                                              SAMPLE # 8 - 4
This agreement embodies the complete agreement between the Vendor and the Library with
respect to all articles and obligations stipulated and described herein. No contemporaneous
agreements, negotiations, promises, or warranties shall be valid without a renegotiation of this
agreement by all contractual parties or their successors.

                                   Article 17. Governing Law
This Agreement shall be construed to be in accordance with and governed by the laws of the
State of Connecticut, the State of New York, and the United States of America.

                     Article 18. Contractual Representatives and Successors
Therefore, in consideration of the mutual agreements and acknowledgements of the articles and
stipulations set herein, this agreement shall be binding upon the Vendor and the Library, their
parties, representatives, and successors.

                            Article 19. Promotional Considerations
The University’s name as a premium customer of the Vendor may not be used in flyers,
brochures, press releases, websites or other promotional materials unless the University gives
written consent.

                         Article 20. Equal Opportunity Employment
Since the work described here on selected journals from the Library’s collections is federally
funded, the following provision as quoted from the Department of Education is in effect for the
length of this contract:
     “Equal Employment Opportunity--All contracts must contain a provision requiring
    compliance with E.O. 11246—Equal Employment Opportunity, as amended by E.O. 11375--
    Amending Executive Order 11246 Relating to Equal Employment Opportunity, and as
    supplemented by regulations at 41 CFR Part 60--Office of Federal Contract Compliance
    Programs, Equal Employment Opportunity, Department of Labor.”


IN WITNESS WHEREOF, The Vendor and the Library have caused this Agreement to be

executed this _________ day of ______________________, in the year ____ in three (3)

original copies.

For the Library:                                      For the Vendor:



Date: ____________                                    Date: _____________




                                                                             SAMPLE # 8 - 5

								
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