LicensingElectronic Content Negotiating with Vendors: Being Prepared2011 Charleston Conference
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
Why Sign A License?“A verbal contract isn’t worththe paper it’s printed on.” Samuel Goldwyn“Trust everybody, but cut the cards.” Finely Peter Dunne“Those who trust in chance mustabide by the results of chance.” Calvin Coolidge
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”)
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?
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?
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?
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
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
$$$$$$• 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
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)
Some resourceshttp://www.licensingmodels.comhttp://www.niso.org/workrooms/seruhttp://www.licensingdigitalcontent.blogspot.comhttp://www.licensingdigitalcontent.blogspot.com“A Licensing Survival Guide for Librarians” http://www.informaworld.com/10.1080/15424060902932201National Network of Libraries of Medicine http://nnlm.gov/mar/rsdd/elicense.html
Contact InformationAdam CheslerDirector of Library RelationsBusiness Expert Press571-CHESLER (571-243-7537)firstname.lastname@example.org