SPEC Kit 316: Evaluating E-resources · 51
Deal Breaker
Any clauses that require us, the licensee, to indemnify the licensor are deal breakers. Indeed, as is the case with other
public institutions, indemnification and applicable are two factors that would prohibit the library from signing a license/
Arizona Provisions, definition of authorized users, terms to correct an alleged contract breech, indemnification.
Availability of a site-wide (campus-wide) license is critical.
Cannot include limitations of use to a single location. We will not indemnify a provider.
Indemnification clauses.
Indemnity clauses.
Library indemnification of licensor is a deal breaker. Requirement for library to take responsibility for user behavior is
a deal breaker. Termination without notice or recourse is a deal breaker. Perpetual access and archival rights are very
important. Fair Use rights are important.
Mutual indemnification clauses from third party claim required by UC Regents.
We cannot agree indemnification language whereby we are asked to indemnify a vendor/resource provider per
Massachusetts statute.
Additional Comments
Access from our university’s multiple campuses at no extra charge is very important. If there are additional fees, it could
be a deal breaker.
Direct library decisions are the same whether we purchase a resource from the consortium or individually. Consortium
answers for this set of question apply.
Document delivery.
In licenses we also look for: use of license content in course packs use of Canadian/international copyright law
broad range of user rights inclusion of access for small, non-local campuses access by IP scholarly sharing mutual
Post-cancellation access rights site-wide access scholarly sharing/fair use provisions cancellation and/or swap
allowance in multi-year agreements back-out clause in multi-year agreements due to fiscal exigencies.
Some licensing issues such as nondisclosure and force majeure have not come up.
We have just begun to look at contract language that protects institutional author rights as a criteria for consideration.
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