To facilitate negotiations between the CIC and vendors, the Electronic Resource Officers have adopted the following standardized agreement language. This document addresses those areas that have proven problematic in previous CIC negotiations. Vendors preparing draft or final agreements for the CIC membership are asked to incorporate this language into their agreements.

 

1. Definition of Authorized Users

An "Authorized User" is any employee, student, registered patron or other person affiliated with, or permitted to use, the facilities of the Licensee and who is authorized by the Licensee to access the Product.

Licensee may provide access to the walk-in public at workstations located in public areas of library facilities. These users, who would not otherwise be included in the definition of "authorized user", have the right to search the Product and make limited copies of results for their scholarly, research, educational and personal use only.

2. Authorized Use of Information and Fair Use Compliance

Licensee may make the Product available on a network or through remote access technology for Authorized Users only. Access to the Product will be secured by technology (such as IP range and/or address) which does not require the use of an individual user password.

Licensee may use the Product for the purpose of supplying interlibrary loan requests in accordance with the Interlibrary Loan Provision of section 108 of the US Copyright Law and the CONTU Guidelines. Licensee may include copies (hardcopy or downloaded) of items from the online form of Publications (i) in anthologies (coursepacks) in print or digital form for sale and/or distribution to the Authorized Users for their use in connection with classroom instruction and/or (ii) in reserves (print or digital) set up by Licensee's libraries for access by Authorized Users in connection with specific courses offered by Licensee. Copies of items in digital form which are included in online coursepacks or reserves will be deleted by Licensee after the end of the term in which the related course concludes.

For products provided on CD-ROM, the Licensor grants Licensee the right to make one back-up copy in digital form of each CD-ROM provided under this agreement. This copy will be considered an emergency back-up copy, and will be used only if the original copy is damaged or lost.

3. Governing Law

This Agreement will be construed under and pursuant to the laws of the forum in which any controversy hereunder is adjudicated. Any suit and/or proceeding in connection herewith will be brought and prosecuted only in the home state of the party against whom that suit and/or proceeding is instituted.

4. Indemnification

Any language that requires the Licensee to indemnify the Licensor will be removed from the agreement.

 

5. Termination

In the event of a breach of any of its obligations under this Agreement, Licensee shall have the right to remedy the breach within thirty (30) days upon receipt of written notice from Licensor. Within the period of such notice Licensee shall make every reasonable effort and document said effort to remedy such a breach and shall institute any reasonable procedures to prevent future occurrences of such breaches. If a Licensee fails to remedy such a breach within the period of thirty (30) days, Licensor may (at its option) terminate this Agreement upon written notice to the Licensee.

If Licensor becomes aware of a material breach of the rights granted Licensee under the Agreement that Licensor reasonably believes will cause immediate and severe economic injury, Licensor will notify the Licensee immediately in writing and shall have the right to temporarily suspend the Licensee’s access to the product. Licensee shall have the right to remedy the breach within thirty (30) days, upon receipt of written notice from Licensor. Once the breach has been remedied or the breaching activity halted, Licensor will immediately reinstate access to the product. If the Licensee does not satisfactorily remedy the breaching activity within thirty (30) days, Licensor may terminate this Agreement upon written notice to the Licensee.

In the event of such termination, Licensee shall receive a prorated refund of any subscription fees paid to date of termination.

In the event of a breach of this Agreement by Licensor, which breach is not remedied within thirty (30) days notice by Licensee that such breach has occurred, Licensee reserves the right to terminate this Agreement. At that time, Licensor shall immediately refund the license fee pro-rated to the term of the subscription.

Should a significant portion of the Product be deleted or removed from access, Licensor will notify Licensee immediately. Licensee will have at least ten (10) days from receipt of notification to cancel the Agreement and request a pro-rated refund of the license fee.

6. Vendor Responsibility

Licensor agrees:

	to ensure that the physical medium is free from defects and agrees to repair or replace the product without additional charges to Licensee.
	that the vendor-supplied software is adequate to the task as defined in the product functionalities and agrees to replace it if needed
	to guarantee on-going technical support, as defined in this agreement.

Licensor will use all reasonable efforts to maintain adequate Internet connection bandwidth and server capacity to provide Licensee with prompt access to the Product. If, due to causes within its reasonable control, Licensor is unable to provide Licensee with access to the Product for a period exceeding twenty-four (24) consecutive hours, Licensor agrees to extend the license period for corresponding twenty-four (24) hour increments at no additional cost to Licensee.

7. Non-infringement

Licensor represents and warrants that it has the right and authority to make the Product available pursuant to these terms and conditions and that the materials, which constitute the Product, do not infringe upon any copyright, patent, trade secret or other proprietary right of any third person or party. The Licensor agrees to defend and indemnify the Licensee in the case of a third party claim of infringement.

 

8. Failure to Appropriate Funds

Participating CIC members may terminate their participation in the agreement if sufficient funds are not made available by their respective state legislatures or institutional budget processes for the purpose of this program.  Participating members will make good faith efforts to obtain the funding to continue their participation in the agreement.

9. Usage Information

Collection and analysis of data on usage of the licensed materials within the Product will assist both the Licensor and the Licensee to understand the impact of this Agreement. Any such usage data compiled by Licensor will be collected by a method consistent with applicable privacy laws and written confidentiality requirements of this Agreement. The anonymity of individual users and the confidentiality of their searches shall be fully protected by the Licensor. All usage data, such as number of searches or articles downloaded, will be used for the Licensor’s private, internal use only and reported at least quarterly by the Licensor to the Licensee. Statistical usage data will be summarized for the institutions as a whole, and also sorted and listed by individual server access.

 

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Revised:February 06, 2002