Statement of Principles Guiding License Negotiations
For the MCR Regional Licensing Consortium
1. Definition of Users
2. Required rights for access and useThe MCR Regional Licensing Consortium aims to negotiate the broadest possible definition of 'User' consistent with a fair commercial return to Vendors. At a minimum, the MCR Regional Licensing Consortium requires:
- Access to Products for individual 'walk-in' Users of network libraries, and
- Remote access for registered Users of network libraries
3. AuthenticationAny License entered into by the MCR Regional Licensing Consortium must recognize and should not restrict or abrogate the rights of the network libraries or their User community permitted under U.S. copyright law. In particular, Licenses should permit use at a minimum as allowed under U.S. copyright law, including downloading and printing for permitted purposes and unlimited viewing.
The License should state clearly what access rights are being acquired by the MCR Regional Licensing Consortium during the term of the License once the License expires or is terminated (i.e., perpetual access is sought).
The License should include provision for compulsory transfer by the Vendor to any entity that takes over the business of the Vendor.
Licenses should permit the transmission of copies of parts of electronic publications for the purpose of non-commercial document supply, document delivery and for interlibrary loan as permitted under the Fair Use Guidelines. A part may be an article contained in a periodical publication or a reasonable portion of a work. Permitted methods for transmission should include electronic transmission, for example, Ariel.
Licenses should permit access to electronic materials for use in electronic reserve systems employed by Network members.
4. Archiving/ preservationVendors should be flexible as to the mechanisms of authentication or validation of authorized users which suit the needs of Network members.
5. Ongoing support/ trainingThe MCR Regional Licensing Consortium, whenever possible, requires perpetual access to electronic information to which it has subscribed. A License should specify who has permanent archival responsibility for the Product and under what conditions the Network members may access or refer users to the archival copy.
6. Service levelsLicenses should specify the Product training packages and customer support services that will be provided. (The presence or absence of user friendly and effective help modules within a Product will be an important factor in determining selection of a Product.)
7. Monitoring/ user statisticsThe License should specify the Product performance and service levels the Network members can expect from the Vendor and the Product, including technical interface and operation requirements. (Note: performance and service levels are likely to be Product specific.)
8. PrivacyLicenses must guarantee the Network members as a whole, as well as individual members, the right and opportunity to measure use and to gather and exchange the relevant management information needed for collection development and Network members’ purposes.
A Vendor must generate for the MCR Regional Licensing Consortium composite data about the use of the Product; usage at both the journal title and article level; use from the library site of each Network member. Alternatively, the Product must contain an administrative function enabling Network members to generate easily their own statistics.
Routine collection of data by either party to a License should be predicated upon disclosure of such collection activities to the other party and to other Members and must respect and comply with laws and institutional policies regarding confidentiality and privacy.
The Members must be allowed to share management information about the Vendor's Product and its usage.
Licenses must not place liability on the MCR Regional Licensing Consortium for the misuse of content or the Product by Network members. Network members will make reasonable efforts to prevent misuse or abuse by users and will cooperate with Vendors to stop it should it occur.
9. Administrative arrangementsLicenses should ensure that privacy of individuals using the Product is protected. The Vendor must not collect or record information about individuals using the Product without permission from the individual, share any information about individuals with a third party, or use such information for marketing purposes.
All terms and conditions should be negotiated and clearly stated in the License, including:
- To whom the License is to be granted to, i.e. Network members;
- The number of simultaneous Users permitted;
- Fixed price fees, the pro rata rate for Network members joining later in the subscription year or otherwise during the term of a License.
The License should provide that any changes to the License are subject to prior agreement by both parties.
License should not require Network members to adhere to unspecified terms in a separate agreement between the Vendor and a third party unless the terms are fully reiterated in the License between the Vendor and Members and are acceptable to the Network members.
A License should provide termination rights that are appropriate to each party.
Non-disclosure language should not preclude the Members from sharing pricing and other significant terms and conditions with other consortia or other libraries.
A License should require the Vendor to defend, indemnify, and hold the RML Buying Group and Network members harmless from any action based on a claim that use of the Product in accordance with the License infringes any patent, copyright trade-mark, or trade secret of any third party. The License should include a procedure for dealing with infringements.
The License should include a warranty that the Vendor has the right to grant the License and that Network Members' use of the resources contained in the Product will not infringe the Intellectual Property rights of any person or entity.
The License should specify how and when updates to the Product will be provided and any fees associated with updates.
The governing law under which the License is made should be determined by separate addendum for each Network member based on said Network member’s institutional requirements.
