This deck was used during a 2022 Charleston Preconference aimed at refreshing model license language for long-term preservation and access.

1. WELCOME Description:
• In this preconference, librarians and publishers are invited to review
newly refreshed draft model licensing language related to digital
preservation.
• Current model license language was written well over five (5) years
ago, in which time there has been staff turnover within both
libraries/consortia and publishers, and language has in some cases
become diluted or vague.
• While solid progress has been made in ensuring preservation
language appears in subscription journal agreements, less progress
has been made with books, databases, or open access publications.
• Participants will develop their understanding of digital preservation
(and related but different concepts such as post-cancellation access,
and back-ups for locally loaded content), will help refine the newly
refreshed language, and will sharpen their negotiation skills through
some role play.
• This is a unique opportunity for key stakeholders to collaborate on
this important but poorly understood element of electronic content
agreements.
Reviewing and Renewing
Model Licensing Language & Digital Preservation
Vida Damijonaitis
*American Medical Association
Gwen Evans
*Elsevier
Erik Limpitlaw
*Stanford University
Ann Okerson
*LIBLICENSE Project
Judy Russell
*University of Florida
Alicia Wise
*CLOCKSS

2. Agenda
1:00-1:10 Welcome & Introduction – Ann Okerson & Erik Limpitlaw
1:10-1:40 Framing - Digital Preservation
Overview of digital preservation service landscape – Alicia Wise
Library roles in digital preservation – Judy Russell
Publishers: why they do / do not preserve – Gwen Evans & Vida
Damijonaitis
1:40-1:50 Why Revisit the License Language Now? – Erik Limpitlaw
1:50-2:30 Licensing language: Strengths and Weaknesses - Erik Limpitlaw
2:30-2:50 Break (20min)
2:50-3:40 Navigating Negotiations
Example roleplay by Gwen Evans and Judy Russell
Breakout: Small groups
Report back
3:40-4:00 Final Discussion – Erik Limpitlaw and Ann Okerson

3. Overview: Digital Preservation Service Landscape
Alicia Wise
Executive Director, CLOCKSS
awise@clockss.org

5. Preservation
Service
Software
Policies Governance
Business
Model
Content
Mandate

6. Trusted Archive
● Relevant certification including peer review by library experts
(e.g. CRL TRAC audit, ISO:16363)
● Demonstrated mandate and funding
● A demonstrated track record of preserving academic content
● Clearly documented agreements, workflows, and processes
to ensure long-term access to the repository’s contents
One that has demonstrated its ability to preserve content in the long-term.
This can be demonstrated through means such as:

7. Byzantine Towers – A Game Theory Analogy
Multiple generals besiege Byzantium.
They've encircled the city, but they must
decide when to assault as a group. They will
win if all generals assault simultaneously.
They will lose if they attack separately. They
are distributed around the city and are not
in direct communication. Mishaps or
traitors can disrupt the flow of messages
between them.

8. Long-Term Preservation of the Scholarly
Record is like the Byzantine Towers Analogy
• The more copies the safer
• The less correlated the copies the safer
• The more reliable each copy the safer
• The faster failures are detected &
repaired the safer

9. Three is the Magic Number.
When it comes to digital preservation services,
each additional service roughly halves the chance
of loss
• The more copies the safer.
Presumably, each of the three services maintains more than
one copy, so the number of copies is likely several times three.
• The less correlated the copies the safer.
Presumably, each of the three services is running different
software, is under different administration, and is
geographically distant from the others.* So although the
correlations among the copies at each service will be quite
high, the correlation among the different services will be low.
• The more reliable each copy the safer.
Each of the three services is striving to be reliable, so the level
of reliability of each of them will be relatively high.
• The faster failures are detected and repaired the safer.
Presumably, each of the three services is running fixity checks
on a different, uncorrelated schedule.
1 2 3 4 5 6 7 8
0
10
20
30
40
50
60

10. Framing Digital Preservation
Judy Russell
Dean of Libraries
University of Florida
Gwen Evans
Vice President
Global Library Relations
Elsevier
Vida Damijonaitis
Director
Worldwide Sales
American Medical Association

11. Quick Intro: (10min)
● What is the purpose of a license?
● Balancing objectives of evaluating language
● Reviewing language: Quick Tips
Practice: (40min)
● Review existing licensing language together
● Break out into groups to review our revised language
Licensing Language
Erik Limpitlaw
Digital Collections Licensing Librarian
Stanford University
erik1@stanford.edu

12. ● What is the purpose of a license?
○ … a license is a not a right, it’s a privilege.
● What does a reader anticipate to learn?
○ … are our expectations met?
● What skills do we need?
○ be… curious
○ stay… inquisitive
○ get… organized
○ listen to… the details
○ become… an active reader
Licensing Language

13. Contract Review Tips:
○ Ask questions to uncover the purpose & meaning of the text
○ Frequently note the main points & restate them in your own words
to make sure you understand
○ Reflect on the relationship between the reading & your goals
○ Break up long paragraphs - separate sentences (e.g. bullets)
○ Try crossing out unnecessary language
○ Write in party names for Licensor/Licensee (e.g. Elsevier/Stanford)
○ Could I explain this plainly to someone else?
Licensing Language

14. “Archive the Licensed Material to ensure
that it is preserved for future scholarship
in at least one of the following archiving
solutions: Portico, Clockss or Lockss, and
inform the Institution in which of the
archiving solutions the Licensed Material
may be found.”
Current License Language (Example 1)
Contract Review Tips:
○ Uncover the purpose of the text
○ Uncover the meaning of the text
○ Restate main points in your own words
○ How does this relate to your goals
○ Break up long paragraphs
○ Cross out unnecessary language
○ Write in actual party names
○ Could I explain this to someone else?

15. “Licensor acknowledges that Licensee may
engage the services of third-party trusted
archives and/or participate in collaborative
archiving endeavors to exercise Licensee’s
rights under this Agreement. Licensee agrees to
cooperate with such archiving entities and/or
initiatives as reasonably necessary to make the
Licensed Materials available for archiving
purposes. Licensee may perpetually use the
third-party trusted system to access or store
the Licensed Materials, so long as Licensee's use
is otherwise consistent with this Agreement.”
Current License Language (Example 2)
Contract Review Tips:
○ Uncover the purpose of the text
○ Uncover the meaning of the text
○ Restate main points in your own words
○ How does this relate to your goals
○ Break up long paragraphs
○ Cross out unnecessary language
○ Write in actual party names
○ Could I explain this to someone else?

16. “Licensor cooperates with a number of digital
preservation services, including those provided
by CLOCKSS, LOCKSS and Portico, for the
preservation of certain content from the
Subscribed Products. In the case of a triggering
event set forth in Licensor’s agreements with
the digital preservation services, Subscribers
may be entitled to access the content pursuant
to such agreements. It is in the Licensor's sole
discretion to enter into or to continue such
agreements.”
Current License Language (Example 3)
Contract Review Tips:
○ Uncover the purpose of the text
○ Uncover the meaning of the text
○ Restate main points in your own words
○ How does this relate to your goals
○ Break up long paragraphs
○ Cross out unnecessary language
○ Write in actual party names
○ Could I explain this to someone else?

17. Current License Language :: Digital Preservation
● Vague language which limited access
● One-sided best efforts; Not a shared commitment
● Conflation of post-cancellation access & long-term digital
preservation
● Content rarely specified:
○ Covered journals and books, but not underlying data,
software, etc.
● The time & depth for preserved content was unclear
● Difficult to verify whether content was archived by a vendor
● Sometimes administratively burdensome
1. Sara Bahnmaier University of Michigan
2. Lorraine Estelle EIFL
3. Evelyn Frangakis Princeton Theological Seminary
4. Melanie Kowalski CRL
5. Erik Limpitlaw Stanford University
6. Steve Marks University of Toronto
7. Tim Morton University of Virginia
8. Ann Okerson Liblicense Project
9. Rita Pinhasi University of Vienna
10. Michelle Polchow University of California Davis
11. Judy Russell University of Florida
12. Mark Sandler Novel Solutions
13. Daniël Steinmeier Dutch Royal Library
14. Ben Taplin Jisc
15. Alicia Wise CLOCKSS
16. Kate Wittenberg Portico
Working
Group
Review
Revealed

18. Breakout :: Small Groups
Questions to help get started:
● Is the distinction between digital preservation and post-cancellation access clear?
● Is the language in each of these sections sufficiently clear?
● What responsibilities do each party have?
● Is anything missing from the language?
● Would you use this language in negotiation with a library/publisher?
● Why or why not?
● How easy/difficult did you find it to talk about these things?
Exercise:
1. Breakout into groups of about five (5)
2. Review the newly revised language from the Working Group
3. Ask each group to report back on strengths, weaknesses, gaps, experience

19. DIGITAL PRESERVATION:
LONG-TERM PRESERVATION
● Publisher agrees to deposit the Content (both licensed and open access) covered by this Agreement, along with associated metadata,
and supplementary materials with at least one (1), and ideally three (3), third-party trusted archives for long-term preservation.
● Publishers will provide clarity about what is preserved.
● Publisher shall notify the Licensee of any change to what/where material is preserved.
POST-CANCELLATION ACCESS
● The parties also agree there is a need for post-cancellation access.
● The Publisher will provide sufficient authority and information to enable access to licensed materials.
● This perpetual access may be provided via the Publisher’s site or the library may use a mutually-trusted third-party system, so long as
Licensee’s use is under the same terms as this Agreement.
Working Group Output :: Out for Consultation

20. 2:30-2:50 Break
2:50-3:40 Navigating Negotiations
Example roleplay by Gwen Evans and Judy Russell
Breakout: Small groups
Report back
3:40-4:00 Final Discussion – Erik Limpitlaw and Ann Okerson
Break! 20min

21. Navigating Negotiations
Sample Roleplay with
Gwen & Judy

22. Negotiation Scenarios
Do you preserve your e-books, and if so
how and how do I know that you’ve
done so?
How do I access this content if you are
no longer able to provide access to it?
We preserve our published content with
three trusted archives, but you are
asking us to preserve with a fourth.

23. Key Takeaways
Understand that
libraries and
publishers are
crucial
stakeholders in
digital
preservation
01
Ensure your
negotiators
understand why
digital
preservation is
important to your
organization and
your stakeholders
02
Require publishers
(including library
presses!) to ensure
the long-term
digital
preservation of e-
books and journals
in 3 trusted
archives (e.g.
CLOCKSS, Portico,
one other)
03
Use refreshed
model language in
your agreements
04
Discuss whether
and how newer
forms of
scholarship can be
preserved
05