Preparing for e-content licensing in academic settings. From the 2011 Charleston Conference Pre-Conference, "Licensing Electronic Content."

1. Licensing
Electronic
Content
Negotiating with Vendors:
Being Prepared
2011 Charleston Conference

2. What’s a License?
• Sanction granted by one party to another
to perform activities that are otherwise
not permitted or clearly defined
• Legal instrument establishing rights of
BOTH parties
• A contract; an agreement
• Consists primarily of:
• A body, with general terms/conditions
• Appendixes/Attachments/Schedules, Exhibits
addressing

3. Why Sign A License?
“A verbal contract isn’t worth
the paper it’s printed on.”
Samuel Goldwyn
“Trust everybody, but cut the cards.”
Finely Peter Dunne
“Those who trust in chance must
abide by the results of chance.”
Calvin Coolidge

4. Some Other Reasons
• To affirm rights/privileges and define
limits; to protect against abuse
• To specifically detail obligations
• Traditional law/custom may not cover all relevant
issues
• Specific allowances may be available, but not
defined elsewhere
• License supersedes other instruments
(eg, if license prohibits ILL, licensee
cannot claim right under “fair use”)

5. Preparations:
Know Thyself
• Confirm access is necessary
• Do you have it via an aggregator, or a consortium?
• Is it available for free (eg, Project Gutenberg) and is that platform acceptable?
• Do you hold current or previously-published volumes, or is it a new order?
• May affect back-file access privileges or pricing
• Have IP range on-hand, or where vendors can get it
• IP info should be kept up-to-date
• Know IP number(s) of your proxy server
• Know your internal selection/licensing process
• Do you prefer to pay directly or via an agent? Consortium? By credit card?
• Are your subs consolidated or spread out – and how will this be tracked?
• Who executes the agreement?
• Have institution’s contact points on hand
• Billing, technical issues, content decisions, etc
• Know to which Shibboleth federation your institution belongs
• What/how many sites are included?
• Know your link resolvers
• Does your institution use SERU?

6. Preparations:
Know Thy Vendor
• Confirm if/where content exists online
• Preview providers license/terms and conditions
• Sales issues, terms/conditions may be in different documents
• May have different licenses/terms for books and journals
• Watch out for click-throughs
• Will they bill through your subscription agent(s)?
• Find out who has final say over prices, terms
• Get contact names
• Primary and back up
• May be different contacts for tech support, customer service, etc
• Does the vendor use SERU?

7. Permitted Uses
• Upload to course management systems?
• Content itself or links?
• Print/download to personal devices?
• Limits on number of pages or copies?
• Satisfy ILL requests (and how?)
• Email? Print? Print/Fax?
• Email amongst authorized users?
• Content or links?
• Commercial vs non-commercial use
• Are additional permissions required?

8. Service
• MARC records supplied? How?
• Statistics available? How?
• COUNTER-compliant? SUSHI?
• Notices of downtime
• Participating in discovery services?
• Not A/I, but web search optimization

9. Access
• Authentication
• IP ranges vs passwords
• Concurrent use restrictions
• More common in database agreements than primary content licenses
• DRM (primarily an e-book issue)
• Point of access
• Who controls access/data – publisher or third party host?
• Still the licensors responsibility to ensure uptime/service
• Post-cancellation rights
• Via local media or servers? Third parties? Publisher’s website?
• Proxy servers permitted?
• Important for remote access
• Back-file access -- included? Or available for an extra fee?
• Long-term access/preservation
• CLOCKSS, LOCKSS, Portico

10. $$$$$$
• Can you swap out little-used/unwanted
content for other material?
• Reduced fees for non-subscribed materials?
• Rent to own?
• Different fees for single vs multiple users?
• Perpetual access -- extra?
• Back-files -- included or extra?
• Single titles vs collections
• Multi-site (system/consortial) discounts
available?
• Lease vs purchase

11. Legalese
• Breaches (resolution, remedies)
• Confidentiality
• Definitions
• What’s a Site? A User?
• Governance
• Indemnity clauses
• Notification
• Obligations
• Term
• Termination
• Warranties/representations

12. Final Observations
• Negotiations require information and patience
• Understanding your institution’s/group’s strategy/needs
regarding e-content
• Know what’s negotiable – and what’s not
• Don’t negotiate piecemeal: think big picture
• Be aware of the vendor’s requirements/objectives
• Goal is a MUTUALLY-agreeable license
• Negotiations shouldn’t be acrimonious or personal, even if they
are adversarial
• Don’t be afraid to ask or explanations of anything
• “If you don’t ask, you don’t get” (attributed to
Gandhi)

13. Some resources
http://www.licensingmodels.com
http://www.niso.org/workrooms/seru
http://www.licensingdigitalcontent.blogspot.com
http://www.licensingdigitalcontent.blogspot.com
“A Licensing Survival Guide for Librarians”
http://www.informaworld.com/10.1080/15424060902932201
National Network of Libraries of Medicine
http://nnlm.gov/mar/rsdd/elicense.html

14. Contact Information
Adam Chesler
Director of Library Relations
Business Expert Press
571-CHESLER (571-243-7537)
adam.chesler@businessexpertpress.com