Subject to the terms of this Agreement, Internet Archive provides the Service to Institution (as described and defined in the Terms and Conditions and Exhibits attached hereto).

This Agreement, including the Terms and Conditions and Exhibits attached hereto, constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly superseded. Any modifications of this Agreement must be in writing and agreed to by both parties.

In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

1.

Use of Service. Subject to the terms and conditions of this Agreement, Internet Archive hereby grants to Institution during the Term a non-exclusive, nontransferable right to access and use the Service to create and use Collections, as further described and defined in Exhibit A, solely for Institution's own internal purposes. Institution acknowledges and agrees that Internet Archive retains all right, title and interest in and to the Service and all intellectual property rights contained therein. All rights not expressly granted to Institution under this Agreement are expressly reserved to Internet Archive.

2. Access of Service by Users. Institution may authorize up to ten (10) individuals to access the Service ("Users"). Users must be employed faculty, researchers, and/or staff at the Institution or officially affiliated researchers. Internet Archive will provide Institution with a unique username and password to enable Institution to access the administrator account for the Service. Institution is responsible for establishing usernames and passwords for its Users and for maintaining the confidentiality of all usernames and passwords, and is solely responsible for all activities that occur under any username, including, but nor limited to, the username for the administrator account. Institution agrees (a) not to allow a third party to use its administrator username or password at any time; and (b) notify Internet Archive promptly of any actual or suspected unauthorized use of any usernames or passwords, or any other breach or suspected breach of this Agreement. Internet Archive reserves the right to terminate any username and password, which Internet Archive reasonably determines may have been used by an unauthorized third party or by any User or individual other than the User to whom such username and password was originally assigned.

3. Creation of Collections. Institution will be solely responsible for creating, reviewing, editing, and otherwise controlling any Collections. Institution acknowledges that Internet Archive has complete discretion over the Collections made available by Internet Archive on the Website that is described and defined in Exhibit A, and that Internet Archive has no obligation to Institution or any third party, and undertakes no responsibility, to review the Collections to determine whether the Collections may incur liability to third parties. Notwithstanding anything to the contrary in this Agreement, if Internet Archive believes in its sole discretion that any materials in the Collections may create liability for Internet Archive or Institution, Internet Archive has the right to take any actions with respect to the Website and the Collections to minimize or eliminate this liability, including, but not limited to, removing any or all Collections from the Website. Internet Archive will inform Institution of such actions, but will not be required to get any approval from Institution or any third party, neither before, nor after taking such actions. Some of the data collected and made available in Collections through the Service may be governed by local, national, and/or international laws and regulations, and the use of such content by Institution is solely at Institution's own risk.

4. Availability of Service and Website. Internet Archive will use reasonable commercial efforts to make the Service available to Institution and to host the Website on Internet Archive's or its contractor's servers and to make any Collections created under this Agreement publicly available to anyone on the Website. Internet Archive will use reasonable commercial efforts to inform Institution and User if the Website and/or Service is not available. Internet Archive will provide electronic Help Desk support to Users via a dedicated e-mail address.

5. Fees and Payment. Institution will pay to Internet Archive the annual subscription fees set forth in Exhibit A. Except as otherwise provided in Exhibit A, all fees and other charges are due and payable to Internet Archive within sixty (60) days after the date of Internet Archive's invoice. If exempt from sales tax, Institution shall provide Internet Archive with a copy of its exemption certificate. If Institution is not able to prove exemption to Internet Archive, Institution shall be responsible for payment of any sales, use, value-added and other taxes, and all fees or assessments levied by any governmental body to which Institution's payments with respect to the Services may be subject.

6. Term and Termination. This Agreement commences on the Effective Date and remains in effect for a period of twelve (12) months (the "Initial Term") unless earlier terminated as set forth below. Renewal notices are sent out 60 days prior to the renewal date and partners at that time have the ability to renew or amend their subscription, as well as cancel their subscription entirely. Internet Archive may adjust the fees to be paid by Institution for a renewal upon issuing an updated Exhibit A to Institution at least sixty (60) days before the beginning of such renewal. The Initial Term and any renewals thereof shall be collectively referred to as the "Term". Either party may terminate this Agreement (a) for convenience upon thirty (30) days written notice to the other party; or (b) immediately upon written notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach. Internet Archive may suspend or terminate Institution's access to the Service at any time without prior notice in order to: (a) prevent damages to, or degradation of, Internet Archive's Internet network integrity; (b) comply with any law, regulation, court order, or other governmental liability resulting from Institution's use of or access to the Service. Upon suspension, termination or expiration of this Agreement for any reason all rights and obligations of both parties, including all rights granted hereunder, shall immediately terminate. Sections 3, 6, 7, and 8 and any payment obligations incurred prior to the suspension, termination or expiration shall survive such suspension, termination or expiration of this Agreement. If the Agreement is terminated for convenience by either party as set forth in Section 6 during a Term, Internet Archive will refund to Institution a prorata amount of the annual subscription fee paid for the unused portion of such Term. After suspension, termination or expiration of this Agreement, Internet Archive may move any or all Collections created under this Agreement to a general archive operated by Internet Archive and may make it publicly available by hosting it on a website without any further obligations, including, but not limited to, any obligation to pay any royalties or fees, to Institution.

7. Disclaimer of Warranties. THE SERVICES DESCRIBED IN THIS AGREEMENT ARE PROVIDED TO INSTITUTION ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING, INTERNET ARCHIVE DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. INTERNET ARCHIVE DOES NOT WARRANT THAT THE OPERATION OF THE SERVICE AND/OR THE WEBSITE SHALL BE UNINTERRUPTED. IN THE EVENT OF AN INTERRUPTION OF THE OPERATION OF THE SERVICE AND/OR THE WEBSITE, INTERNET ARCHIVE'S SOLE OBLIGATION SHALL BE TO RESTORE OPERATION AS SOON AS REASONABLE POSSIBLE.

8. General. Institution may not assign this Agreement to any third party without Internet Archive's prior written consent. Any purported assignment in derogation of the foregoing will be null and void. All notices provided under this Agreement will be in writing and will be delivered by personal delivery, private courier, or by certified or registered mail, return receipt requested, to the addresses set forth in this Agreement, and shall be deemed given upon receipt (or when delivery is refused). No waiver of any terms or conditions of this Agreement will be valid or binding on a party unless such party makes the waiver in writing. This Agreement may not be altered, amended, modified, or otherwise changed in any way except by a written instrument signed by the authorized representatives of each party. If any provision of this Agreement is found or held to be invalid or unenforceable, then the meaning of such provision will be construed so as to render the provision enforceable, and if no feasible interpretation would save such provision, it will be severed from the remainder of this Agreement, which will remain in full force and effect. Neither party shall be considered in default of its performance under this Agreement to the extent such performance is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of such party. Institution's relationship to Internet Archive is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument.

EXHIBIT A

1. Description of Service

1.1 The "Archive-It Service". Internet Archive has developed a web application to provide web archiving services for library, archive and other non-profit organizations. This service, named "Archive-It", is a web-based application designed for institutions interested in archiving, accessing and managing web content without needing specific technical expertise or resources (the "Service").

1.2 Collections. The Service allows Users to login and create web collections ("Collections"), catalogue the websites associated with a Collection, archive websites in the Collection, monitor the archiving process, search and browse the Collections when complete, and access these Collections. Internet Archive will host and manage any and all Collections created under this Agreement for the duration of this Agreement and will make them publicly accessible.

1.3 Website Access to Collections. Internet Archive will make the Collections publicly available under the following URL: http//www.archive-it.org (the "Website"). Each Collection will be accessible via a text search engine and a tool to render archived webpages (i.e., the Wayback machine interface). On a case by case basis, access to Collections can be restricted to a defined group of people for a definitive period as agreed upon between Internet Archive and Institution.

1.4 Management of collected Data. All data and information collected through the Service will be stored at one of Internet Archive's data centers. The Collections created through the Service and associated content from websites will be kept in a separate repository from Internet Archive's general web archive during any Term. A primary and backup copy of this data will be made available online.

Data copy options:

* No Charge for download

* Internet 2 Transfer: Five hundred U.S. Dollars (U.S. $500.00) per transfer

* Hard drive shipment: One thousand U.S. Dollars (U.S. $1,000.00) per shipment

2. Fees

Annual subscription cost: Six Thousand U.S. Dollars (U.S. $6,000) from February 15, 2012 -February 16, 2013

Data options are as follows

* Crawls: Maximum of two hundred (200) seeds across up to two (2) active Collections

* Ability to customize frequency of Crawls across ten (10) different frequencies

* Up to Six Million (6,000,000) URLs archived

* Not to exceed point five (.5) terabytes in data

"Crawls" means the content associated with a web capture operation that is conducted by a User.

"Seeds" means the initial starting point of a Crawl in the process of creating a Collection.

TERMS AND CONDITIONS FOR ARCHIVE-IT