This agreement establishes a master agreement between a licensor and The University of Tennessee for licensing digital content. It allows all University sites, including campuses, institutes, and administration, to place purchase orders under the agreement. The agreement details terms such as the term, termination conditions, applicable laws, authorized users, and usage rights granted for each license. It seeks to govern all transactions between the parties during the term of the agreement.

1. MASTER AGREEMENT
This Master Agreement (“Agreement”), dated ______, is by and between _______ (“Licensor”), and The
University of Tennessee, an instrumentality of the State of Tennessee (“Licensee”).
Recitals:
1) The University of Tennessee, a public university system, is composed of the following:
a) Campuses:
i. Chattanooga;
ii. Health Science Center;
iii. Knoxville; and
iv. Martin.
b) Institutes:
i. Institute of Agriculture (which includes the University’s College of Veterinary
Medicine);
ii. Institute for Public Service
iii. Space Institute
c) Administration:
i. University-wide Administration
2) Each site (“site” means the above-referenced campuses, institutes, and administration) may order
its own license pursuant to the terms and conditions of this Agreement.
3) Licensor and Licensee intend for this Agreement to apply to all purchases made by Licensee that
Licensee makes during the term of this Agreement.
4) With the exception of amendments to this Agreement, Licensor will accept only Licensee’s
purchase orders for all future transactions.
5) For sake of clarity, this Agreement does not modify any State laws or University policies
regarding submitting purchases to a public bidding process (or, when allowable, the requirement
that sole-source purchases be justified).
Agreement: The parties agree as follows:
1) Purpose: This Agreement will govern all transactions between Licensee and Licensor during the term
of this Agreement. All Recitals listed above are incorporated herein.
2) Attachment A: Attachment A is attached and fully incorporated herein by this reference. The terms
and conditions of Attachment A apply to all licenses granted to Licensee pursuant to this Agreement.
In the event of a conflict between the terms and conditions of this Master Agreement and Attachment
A, the terms and conditions of this Master Agreement prevail.
3) Term:
a. Term of Master Agreement : This Agreement is effective beginning _______ and will remain
in effect until terminated by either party as permitted herein.
b. Term of Each License : The term of each license granted to Licensee will be specified in each
purchase order (“PO”).
c. Automatic Renewal Prohibited : Because the Licensee is funded with tax appropriations, no
license will automatically renew. Licensee must issue a purchase order before a license may
be renewed.
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2. 4) Termination:
a. Of Master Agreement : Either party may terminate this Agreement by providing the other
party 30 days’ written notice.
b. Of Each License : Termination of each license is governed by Attachment A. In the event that
this Master Agreement is terminated while any then-current license remains effective, any
then-current licenses will continue to be governed by this Agreement until the then-current
license expires or is terminated.
5) Purchase Order: Licensor agrees that Licensee’s purchase order will be used for all transactions
made during the term of this Agreement. Any standard terms and conditions of any purchase order
will not apply to this Agreement.
6) No Obligation on Licensee to Make Purchases/Not Exclusive: The parties agree that this Master
Agreement does not obligate Licensee to make any purchases from Licensor. Further, this
Agreement does not create an exclusive arrangement between Licensee and Licensor. For sake of
clarity, binding commitments will be made in the Licensee’s purchase orders, as specified in each
purchase order.
7) Illegal Immigrants: In compliance with the requirements of Tenn. Code Ann. § 12-3-309, Licensor
hereby attests that it shall not knowingly utilize the services of an illegal immigrant in the United
States in the performance of this Agreement and shall not knowingly utilize the services of any
subcontractor who will utilize the services of an illegal immigrant in the United States in the
performance of this Agreement.
8) Tennessee Claims Commission: Any liability of the Licensee to Licensor and third parties for any
claims, damages, losses, or costs arising out of or related to acts performed by the Licensee under this
Agreement will be governed by the Tennessee Claims Commission Act, Tenn. Code Ann. §§ 9-8-
301, et. seq.
9) Entire Agreement: This Agreement, including Attachment A, constitutes the final agreement
between the parties. It is the exclusive expression of the parties’ agreement on the matters contained
in this Agreement. All earlier and contemporaneous negotiations and agreement between the parties
on the matters contained in this Agreement are expressly merged into and superseded by this
Agreement.
10) Click-Throughs Superseded: In the event Licensor enters into terms of use, end user agreements, or
other agreements or understandings, whether electronic, click-through, or shrink-wrap, and whether
verbal or written, with Licensee employees or other end users, such agreements apply to end users in
their individual capacity. Licensor agrees that such agreements do not apply to Licensee.
11)End Users: Licensee is not liable to Licensor for violations of the terms of this Agreement committed
by an authorized user, provided that Licensee is not knowingly involved in such a violation, has not
intentionally committed or contributed to such a violation, or has used reasonable efforts to rectify the
violation upon request.
12)Governing Law: The internal laws of the State of Tennessee (without regard to its conflict
of law principles) govern all matters arising under or relating to this Agreement.
13)Modification: Any change, modification, or waiver of any term of this Agreement will not be valid
unless it is in writing and signed by an authorized official of both the Licensee and Licensor.
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3. 14) Force Majeure: Neither party’s delay or failure to perform any provision of this Agreement, as
result of circumstances beyond its control (including, without limitation, war, strikes, floods,
governmental restrictions, power, telecommunications or Internet failures, or damage to or
destruction of any network facilities) shall be deemed to be, or to give rise to, a breach of this
Agreement.
15) Severability: The invalidity or un-enforceability of any provision of this Agreement shall not affect
the continuation or enforceability of the remainder of this Agreement.
16) Notice: All instructions, notices, consents, demands, or other communications required or
contemplated by this Agreement shall be in writing and shall be made by certified, first class mail,
return receipt requested and postage prepaid, by overnight courier service with an asset tracking
system, or by email or facsimile transmission, shall be addressed to the respective party at the
appropriate mailing address, facsimile number, or email address as set forth below or to that of such
other party or address, as may be hereafter specified by written notice.
Licensor:
Licensee:
The University of Tennessee
301 Andy Holt Tower
Knoxville, TN 37996
ATTN: Contracts
Fax: 865-974-2701
Email: breagan@tennessee.edu
17)Waiver: Either party’s waiver, or failure to require performance by the other, of any provision of this
Agreement will not affect its full right to require such performance at any subsequent time, or be
taken or held to be a waiver of the provision itself.
18) Relationship of Parties: This Agreement does not create a partnership, franchise, joint venture,
agency, fiduciary or employment relationship between the parties.
19)Headings: In this Agreement, headings are for convenience only and do not effect interpretation.
20)Execution: This Agreement may be executed in counterparts, and signatures exchanged by facsimile
or other electronic means are effective for all purposes hereunder to the same extent as original
signatures.
21) Sales Tax Registration: In compliance with the requirements of Tenn. Code Ann. § 12-3-306, the
Licensor hereby attests that it has registered with the State of Tennessee’s Department of Revenue for
the collection of Tennessee sales and use tax, if applicable. This registration requirement is a material
requirement of this Agreement.
22)Consortia Purchases: Participating sites will be eligible for any applicable discounts for
order placed via eligible consortia.
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4. 23) Third-Party Payment: In the event that a participating site makes a purchase through a
consortia or another third party, Licensee may make payment through such third-party.
24)Confidentiality: The University of Tennessee’s obligation to keep information confidential
will not apply if disclosure is required by the Tennessee Public Records Act, Tenn. Code
Ann. § 10-7-503. Under no circumstances will the existence of this Agreement be considered
confidential.
25)Usage Rights for Each License: In consideration for fees paid, Licensor grants
the following license to Licensee. Licensee may for the life of purchased items:
a. Deliver the contents of items purchased from Licensor in-perpetuity a
secure network, which may include proxy servers, maintained and controlled
by the Licensee. to:
1. full and part time students and employees (including faculty, staff,
affiliated researchers) and independent contractors of Licensee,
regardless of the physical location of such persons; and
11. Walk-ins users (i.e., patrons not affiliated with Licensee who are
physically present at Licensee's site(s)).
b. Files may be used for in-class instruction, inclusion in course management
software library research, extracurricular activities, distance learning programs,
public performances sponsored by the institution (provided admission is not
charged) and any other activity directly administered by Licensee .
c. Create an additional DVD or streaming files with open, closed, or
descriptive captions.
d. Create and distribute transcripts.
e. Authorized users may create and display clips for classroom teaching,
presentations and educational institutions, provided no admission or other fees are
charged for public viewing.
26) Public Performance Rights: Purchase or rental of all titles includes public
performance rights.
Agreed:
The University of Tennessee ____________________________
Signature:__________________ Signature:____________________
Name:_____________________ Name:_______________________
Title:______________________ Title:________________________
Date:______________________ Date:________________________
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