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Library Licensing Guide: Standard License Language

General Information

For the most part, subscriptions to journal packages and full text databases are what are considered "standard licenses." But even with these, there may be differences that you should look out for.

  • Databases will not offer the same perpetual rights that (should) come with journal packages.
  • For licenses for other types of resources, see the Non-standard Licenses Language tab in this guide.

What follows are sample clauses for each section of a license that librarians should be concerned with.

  • Use this sheet to assess the license.
  • A word copy of the this audit sheet, the document is attached on the bottom of this box.
  • This is a word document so you can cut and paste parts that you need in communicating with a vendor.

Attribution: All sample clauses used in this guide were adapted from The Florida Virtual Campus Guidelines for E-Resource License Agreements, the ARL Model License, The Model License Comparison Table, and several licenses negotiated by the Office of General Counsel, CUNY.

Audit sheet for Standard License Language (available in Word format at the bottom of the page)

Licensee

The correct way to identify CUNY in agreements is:

  • The City University of New York (CUNY), with its principal office at 205 East 42d Street, New York, New York 10017.

Example, depending on whether the agreement is for the entire University or for certain members:

  • The City University of New York (CUNY), with its principal office at 205 East 42d Street, New York, New York 10017 (The Consortium) on behalf of the Members of the Consortium.
  • The City University of New York (CUNY), with its principal office at 205 East 42d Street, New York, New York 10017 as representative of several University campus libraries (“the Sites”).

The correct way to identify a specific college:

  • The City University of New York on behalf  of Baruch College (the Licensee)

Accessibility

CUNY approved language:

"[Vendor] shall be complaint with all federal and state laws and requirements in the provision of services under this Agreement, including but not limited to the provision for equally effective and substantially equivalent ease of use for persons with disabilities, as required by the Americans with Disabilities Act (ADA).  Section 508 of the Rehabilitation Act and Web Content Accessibility Guidelines (WCAG) 2.0, level AA shall be used to evaluate minimum compliance with the ADA. [Vendor] shall indemnify, defend, and hold the University, the State of New York, the City of New York, the Dormitory Authority of the State of New York, and their respective Trustees, Employees, agents, and servants harmless for any fines, penalties, expenses, or awards related to any claims related to failure to maintain ADA compliance, including attorneys’ fees, and requests for accommodations."


Archival Access / Backup Copies

  • Librarians should check that the license provides for a copy of the licensed content in the event that the publisher ceases to hold publication rights or ceases to exist.
  • Also, CUNY is a Portico participant.

Sample clause:

If the Licensor ceases to hold the publication rights of any of the Licensed Works and is no longer able to provide access, the Licensor shall ensure that continuing access is provided either: by the new publisher of the relevant Licensed Work; or through Portico, CLOCKSS, or a similar third party archive and in such case the Licensor shall provide all relevant details of the Licensee to the the third party in order to enable access to the third party in order to enable access to the third party archive by the Licensee. Such access will be subject to Licensee fulfilling the third party's terms and conditions for access; or by providing the Licensee with an electronic copy of the relevant licensed Works for the purpose of local hosting by the Licensee.


Authentication

  • NOTE: Librarians should look at the authentication clause--OGC will not necessarily know whether a resource you're licensing should be accessed via IP or whether you'd accept unique user names and passwords as in some non-standard licenses.
  • In Standard licenses at CUNY, authentication is typically achieved by IP recognition.

Sample clause:

Authorized users shall be identified and authenticated by the use of Internet Protocol (IP) addresses provided by licensee to licensor.

 

or

Access to the licensed content shall be authenticated by the use of Internet Protocol (IP) addresses indicated by the Subscriber on Schedule ( ).

Copyright

No license should limit the use of licensed content within the scope of copyright law. If, for example, a clause regarding rights of use reads:

"The Publisher agrees to grant to the licensee the non-exclusive and non-transferrable right to give Authorized Users access to the Licensed Materials via a Secure Network for the purposes of research, teaching and private study....it should be expanded to include...and other uses in accordance with U. S. Copyright Law.

Or, the more sweeping "Nothing in this License shall in any way exclude, modify, or affect any of licensee's rights under national copyright law" is acceptable.


Data Mining

Only recently have libraries begun to realize the importance of including text and data mining (TDM) in their licenses.

A sample clause:

"Authorized Users may use the Licensed Materials to perform and engage in text and/or data mining activities for academic research, scholarship, and other educational purposes, utilize and share the results of text and/or data mining in their scholarly work, and make the results available for use by others, so long as the purpose is not to create a product for use by third parties that would substitute for the Licensed Materials. Licensor will cooperate with Licensee and Authorized Users as reasonably necessary in making the Licensed Materials available in a manner and form most useful to the Authorized User. If Licensee or Authorized Users request the Licensor to deliver or otherwise prepare copies of the Licensed Materials for text and data mining purposes, any fees charged by Licensor shall be solely for preparing and delivering such copies on a time and materials basis."--from the Center for Research Libraries model license at http://liblicense.crl.edu/licensing-information/model-license/


Definition of User in Glossary of Terms

  • The Glossary of Terms explains the terms that are going to be used throughout the license.
  • What Librarians really need to look at in this section is the definition of "Authorized Users."
  • Below is a standard definition for CUNY authorized users.
  • Note: The Council of Chiefs has recently proposed that "retired faculty" be added to our licenses. So, we should ask for that from vendors or as in the case of Elsevier, we may even get a broader definition, which includes "retirees,"-- not specifying faculty.
  • Definitions of authorized users should include "walk-in" users.
  • Be aware that occasionally, a vendor will not allow all walk-in users; you'll have to negotiate this out of the license unless your library is able to (and wants to) distinguish walk-ins from other users.

A sample clause:

"Authorized users include those persons affiliated with Licensee as students, faculty (including retired faculty), staff, and independent contractors of Licensee and its participating institutions, regardless of the physical location of such persons, as well as walk-in users."


Perpetual Access Rights

Librarians should make sure perpetual access rights are in the license (when applicable--for individual subscriptions and subscription packages). If there are accompanying access fees, these should be laid out in the fee schedule:

Sample clause:

"Perpetual access to the full text will be provided by the Publisher either by continuing online access via the Publisher's server or by supplying the electronic files to each subscribing Institution in an electronic medium mutually agreed between the parties. Continuing archival access and use is subject to the terms and conditions of the expired License."


Privacy

Librarians should make sure that there are no circumstances under which the Licensor can sell or otherwise give user data to third parties without permission from the Licensee.

Sample clause:

Licensor shall not, without the prior written consent of Customer, transfer any personal information of any Authorized Users to any non-affiliated third party or use it for any purpose except as is necessary to perform the Services in compliance with applicable laws and regulations, including the Family Educational Rights and Privacy Act ("FERPA").

Occasionally, a License will refer to the Licensor's online privacy policy. This should be reviewed to insure that it provides the same protections.


Quality of Service

Licenses should have some statement that insures a vendor will compensate the library for any significant downtime that is the fault of the vendor:

Sample clause:

"Licensor shall use reasonable efforts to provide continuous service twenty-four (24) hours a day, seven (7) days a week. Scheduled downtime will be performed at a time to minimize inconvenience to Licensee and its Authorized Users. Licensor shall notify Licensee in a timely manner of all instances of system unavailability that occur outside the Licensor's normal maintenance window and use reasonable efforts to provide advance notice of hardware or software changes that may affect system performance."

The license should also provide contact information for customer and/or technical service and it should include the requirement that the vendor notify licensee of scheduled maintenance.


Usage Statistics

Licensor should try to provide COUNTER-compliant statistics and should not use any language that limits internal or external use of usage data.

Sample clause:

"Licensor shall collect data on usage of the content and process these according to the COUNTER code of practice and according to applicable privacy and data protection laws (the "Usage Data"). The Usage Data will be made available for download by licensee through a secure network."


Uses

For clarity, specific mention of interlibrary loan , coursepacks, reserves, course management systems and college websites, scholarly sharing, and downloading, etc. is preferred. If any are not specifically mentioned elsewhere in the agreement, the inclusion of a clause affirming rights according to U.S. Copyright Law assumes retention of these rights, if the library determines that the statutory requirements for fair use have been met.

Interlibrary Loan

Sample clause:

"Licensee may supply through interlibrary loan a copy of an individual document being part of the Licensed Materials by post, fax or secure electronic transmission for the purposes of non-commercial use. Specifically, copies may be made in compliance with Section 108 of the U.S. Copyright Act.”

Also, references to the provision of data or statistics on ILL use, references to type of library, and references to geographic limitations to ILL should be removed.

Scholarly Sharing

Sample clause:

Transmit single journal articles and book chapters from the Subscribed Products to other authorized users and to third party colleagues for their scholarly or research use.

Course packs, Print and Electronic

Sample clause:

"Licensee and Authorized Users may use a reasonable portion of the Licensed Materials in the preparation of Course Packs or other educational materials."

Reserves

Sample clause:

"Licensee and Authorized Users may use a reasonable portion of the Licensed Materials for use in connection with specific courses of instruction offered by Licensee and/or its member institutions."

Course Management Systems

Sample clause:

“The Licensee may incorporate parts of the Licensed Materials in Virtual Learning Environments [Course Management Systems] for the use of Authorized Users in the course of instruction at the Licensee's institution, but not for Commercial Use. Each such item shall carry appropriate acknowledgement of the source, listing title and author of the extract, title and author of the work, and the publisher. Copies of such items shall be deleted by the Licensee when they are no longer used for such purpose.”

College Web Sites Printing & Downloading

Sample clause:

“Print and download a reasonable portion of the Subscribed Products.”