1. Network System. CLAN shall provide, by contract with The Providence Public Library, a library data networking system which will allow access by Member. CLAN shall also obtain the services of other vendors as may be necessary for the operation of the network system. Member shall abide by the terms of said contract and cooperate in facilitating the operation of the network system.

2. Access. Member shall purchase or lease, maintain and insure, at its own expense, terminals, supplies, and such other local peripherals as may be necessary for its participation in the network system. Such equipment and supplies must meet all specifications established by CLAN for participation in the network system. Group contracts may be negotiated as warranted.

3. Training. CLAN or its designee shall provide initial training for Member on use of the network system and such training from time to time as may be required by changes in the system. Member shall be responsible for training its staff, staff attendance at training sessions and subsequent compliance with CLAN procedures. On-going training will be provided as agreed upon by CLAN.

4. Access to Data. CLAN shall make available, upon written request, a suitable copy of the patron and bibliographic entries of the member in the common shared data base. Member shall pay all costs and expenses incurred by CLAN in the recovery, copying and transmittal of such records.

5. Member Fees. CLAN shall establish membership fees by February 15 for the next fiscal year which shall run from July 1 to June 30. Member shall pay membership fees within sixty (60) days after billing. Late fee of 1 1/2% will be charged after sixty (60) days.

6. Term. The initial term of this agreement shall commence July 1, 1996 and end June 30, 1997. This agreement shall be automatically renewed each year thereafter until terminated by either party as provided herein.

7. Title/Confidentiality. Member shall retain title to all records contributed by it to the shared database. CLAN and Member agree to protect the confidentiality of circulation and patron records, and further agree not to make such records available outside of the network system except with the consent of CLAN and the member(s) contributing the records. Member agrees to maintain the confidentiality of system software, together with all materials and knowledge related thereto, and agrees not to disclose the system software in any form to any person or entity other than to employees of Member having a need to obtain such disclosure in the ordinary course of their employment. Nothing in this paragraph shall be construed to prohibit CLAN from contracting with other parties to perform record processing or data conversion, nor shall this paragraph prohibit CLAN form merging or interfacing its database with any other for the purpose of providing better library service.

8. Termination. This Agreement shall terminate upon the termination of the membership of Member in CLAN in accordance with the Bylaws of CLAN. All membership fees and other charges, if any, due to CLAN shall be computed and paid as of the date of termination. CLAN may terminate this Agreement and Member's participation in the network system upon Member's breach of any of its obligations under this Agreement.

9. CLAN Bylaws. Member shall abide by the provisions of the CLAN Bylaws.

10. Non-members. Neither CLAN nor Member shall extend the rights and privileges set forth in this agreement or of CLAN membership to non- members.

11. Liability. Nothing in this agreement shall be construed as creating any liability on the part of any party hereto for any defect or failure of equipment owned or operated by CLAN, CLAN member libraries, or the Providence Public Library acting in its capacity as a central networking site. The parties shall have no liability to the other for the accuracy or adequacy of the data files entered into, stored, or maintained by the network system, but each shall use its best efforts to maintain the integrity of said files. The parties shall have no responsibility or liability to the other but that each shall use its best efforts to maintain the reliability or performance of the network system at the central site.

12. Amendment. This agreement may be amended at any time during the initial term or any renewal term hereof by a written agreement between the parties duly executed by each of them provided that such an amendment contains no violation of the CLAN Bylaws as then in effect.

13. Authorization. Each person executing this Agreement on behalf of the parties represents that he/she is duly authorized by the governing body of the entity represented by him/her to execute this Agreement on behalf of said entity, and that, upon his/her execution hereof, this Agreement shall be a valid and binding Agreement of the entity.

14. Governing Law. This Agreement shall be construed and the rights of the parties governed by the laws of the State of Rhode Island.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above-written.

     COOPERATING LIBRARIES
     AUTOMATED NETWORK

     by________________________________________

     Title:____________________________________

     ___________________________________LIBRARY

     by________________________________________

     Title:____________________________________