Model Contracts Grid

	A	B	C	D	E	F	G	H	I	J	K	L	M	N	O	P	Q	R
1		User data privacy	Data mining	ILL provisions	Author rights	Open Access	Accessibility compliance	Post cancellation rights	Authentication methods	Fiscal Exigency (budget shortfall)	Discovery	Usage Statistics	Stable/Persistent Linking	Course Packs and Course Reserves	Click-Through Licenses	Training	Platform Change	Loss of Content

2	RECOMMENDED LANGUAGE	(already in CSU contracts)	Members and Authorized Users may apply automated tools and processes to the Licensed Materials for the purposes of textual analysis and visual mapping of textual and/or statistical relationships within the context of scholarship, research, and other educational purposes. Members and Authorized Users may 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, Members, 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, Member, or Authorized User request the Licensor to deliver or otherwise prepare copies of the Licensed Materials for text and data mining purposes, any fees charged by the Licensor shall be solely for preparing and delivering such copies on a time and materials basis.	Licensee may fulfill requests from other libraries, a practice commonly called Interlibrary Loan. Licensee agrees to fulfill such requests in accordance with the U.S. Copyright Act. Requests may be fulfilled using electronic, paper, or intermediated means. Nothing in this Agreement, including but not limited to Authorized Uses, shall be interpreted to diminish the rights and privileges of the Licensee or Authorized Users with respect to any of the licensed content, including exceptions or limitations to the exclusive rights of copyright owners under Section 107 and 108 of the U.S. Copyright Act. In the event that any content included in the licensed content is in the public domain or has been issued under a Creative Commons or other open license, Licensor shall not place access, use or other restrictions on that content beyond those found in the open license, where applicable. Authorized Users may provide, by paper or electronic means, a single copy of an individual document being part of the Licensed Materials to a colleague who is not an Authorized User for Scholarly and Educational Use, but in no case for Commercial Use.	Authors’ Own Works. Notwithstanding any terms or conditions to the contrary in any author agreement between authors and Licensor, authors who are Authorized Users of Licensee (“Authors”), whose work (“Work”) is accepted for publication by Licensor during the Term, shall retain the non-exclusive, irrevocable, worldwide, royalty-free right to use their Work for scholarly and educational purposes, including self-archiving or depositing the Work in institutional, subject-based, national, or other open repositories or archives (including the author’s own web pages or departmental servers), and to comply with all grant or institutional requirements associated with the Work.	Open Access Option. In the event that Licensor offers an open access option within the Licensed Materials to its authors, Licensor will report to Licensee annually 1) the number of works (such as articles) published under the open access option by all authors, and 2) the number and list of the works by title with full citation by authors at Licensee’s institution. If the ratio of the number of open access articles to articles published under the traditional subscription model increases in comparison to the previous year, Licensor will reflect such increase by way of a proportional reduction in the subscription price for the current subscription year.	Accessibility Requirements. Licensor warrants that the Licensed Materials comply with California and federal disabilities laws and regulations, and conform to the accessibility requirements of Web Accessibility Initiative, Web Content Accessibility Guidelines (WCAG) 2.0 at level AA. Licensor agrees to promptly respond to and resolve any complaint regarding accessibility of Licensed Materials. Also: Licensor shall comply with the Americans with Disabilities Act (ADA), by supporting assistive software or devices such as large print interfaces, text-to-speech output, voice-activated input, refreshable braille displays, and alternate keyboard or pointer interfaces, in a manner consistent with the Web Accessibility Initiative Web Content Accessibility Guidelines 2.1 AA (http://www.w3.org/WAI/guid-tech.html). Licensor shall ensure that product maintenance and upgrades are implemented in a manner that does not compromise product accessibility. Licensor shall provide to Licensee a current, accurate completed Voluntary Product Accessibility Template (VPAT) to demonstrate compliance with accessibility standards (https://www.itic.org/policy/accessibility). If the product does not comply, the Licensor shall adapt the Licensed Materials in a timely manner and at no cost to the Licensee in order to comply with applicable law. Nothing in this Agreement shall limit the Licensee or any end user from making lawful, noninfringing uses to facilitate access to the Licensed Materials by users who have disabilities. For the avoidance of doubt, the Licensor authorizes such uses.	"a) Except for termination for cause, Licensor hereby grants to Licensee a nonexclusive, royalty-free, perpetual license to use any Licensed Materials that the Licensee subscribed to during Agreement’s duration. The means by which Licensee shall have access to such Licensed Materials shall be in a manner and form substantially equivalent to the means by which access is provided under this Agreement. Licensor may allow a third party to provide continued access to the Licensed Materials without additional expenditures by the Licensee. b) The Licensor shall allow the Licensee to participate in the archiving of one complete copy of the Licensed Materials, and to use such archived Licensed Materials in the event the Licensor discontinues or suspends selling or licensing the Licensed Materials.Such use shall be in accordance with the provisions of this Agreement, which provisions shall survive any termination of this Agreement. Licensed Materials may be made available to any CSU Library participants who have a right to those Licensed Materials. c) Licensor acknowledges that Licensee may engage the services of third-party trusted archives and/or participate in collaborative archiving endeavors to exercise Licensee’s rights under this Agreement. Licensee agrees to cooperate with such archiving entities and/or initiatives as reasonably necessary to make the Licensed Materials available for archiving purposes. Licensee may perpetually use the third-party trusted system to access or store the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement." d) Licensor will use reasonable efforts to ensure compliance with industry standards describing the criteria for continued availability to access hosted Licensed Content. Licensor will continue to use reasonable efforts to ensure compliance either in their own internal archiving practices or in supplying the Licensed Content to a third party. ALT: NERL: Licensor hereby grants to Participating Member Institutions a nonexclusive, royalty-free, perpetual license to use any Licensed Materials that were accessibleduring the term of this Agreement. Such use shall be in accordance with the provisions of this Agreement, which provisions shall survive any termination of this Agreement. Except in the case of termination for cause, Licensor shall provide the Participating Member Institutions with access to the Licensed Materials in a manner and form substantially equivalent to the means by which access is provided under this Agreement.	Licensor will use reasonable efforts to provide authentication methods that conform to current industry standards, and will cooperate with Licensee in the implementation of new authentication protocols and procedures as they are developed during the term of this Agreement. Licensor shall not require the use of an authentication system that creates an unnecessary barrier to authorized access by users.	(already in CSU contracts)	Licensor shall make the Licensed Materials available through Licensee’s Discovery Service System(s) for indexing and discovery purposes. Licensor shall provide to Licensee’s discovery service vendors on an ongoing basis the citation and complete descriptive metadata (including all subject headings, abstracts, and keywords), and full-text content necessary to facilitate optimal discovery and accessibility of the content for the benefit of Licensee and Authorized Users. Discovery Service Systems are defined as user interface and search systems for discovering and displaying content from local, database and web-based sources.	Licensor shall provide to Licensee usage statistics for the Licensed Materials annually, by fiscal year, or by licensee-determined time frame. Usage statistics shall meet or exceed the most recent Project Counting Online Usage of Networked Electronic Resources (COUNTER) Code of Practice Release, or prevailing practice, including but not limited to its provisions on customer confidentiality. When a release of a new COUNTER Codes of Practice is issued, Licensor shall comply with the implementation time frame specified by COUNTER to provide use statistics in the new standard format. Licensor shall not provide Licensee’s usage statistics in any form to any third party without the Licensee’s written authorization unless the third party owns rights to the Licensed Materials. In all cases, the disclosure of such data shall fully protect the anonymity of individual users and the confidentiality of their searches and will comply with all applicable privacy laws. The Licensor shall not disclose or sell usage data or information about the Licensee or its Authorized Users without the Licensee’s written permission.	Persistent Links: where applicable, Licensor will provide and maintain persistent links to individual items within the Licensed Materials and make these available to Licensee. Licensor’s support for persistent linking shall include the ability to resolve in-bound and out-bound links using the OpenURL standard (ANSI/NISO Z39.88).	License(s) and Authorized Users may incorporate reasonable portions of the Licensed Materials in printed and electronic Course Packs in reserves and learning environments hosted on a secure network for use by Authorized Users in the course of instruction. Each such item shall carry appropriate acknowledgement of the source. Coursepacks in alternate formats may also be offered to Authorized Users that require accessible formats. Licensee(s) may create persistent links to Licensed Materials for access by Authorized Users from within Secure Networks.	In the event that Licensor requires Authorized Users to agree to terms relating to the use of the Licensed Materials before permitting Authorized Users to gain access to the Licensed Materials (commonly referred to as "click-through" licenses), or otherwise attempts to impose such terms on Authorized Users through mere use or viewing of the Licensed Materials, Licensor shall provide Licensee with notice of and an opportunity to comment on such terms prior to their implementation. In no event shall such terms materially differ from the provisions of this Agreement. In the event of any conflict between such terms and this Agreement, the terms of this Agreement shall prevail.	Licensor will provide to Licensee’s staff appropriate training relating to the use of the Licensed Materials and any Licensor software. Licensor also will provide additional training to Licensee staff if made necessary by any updates or modifications to the Licensed Materials or any Licensor software.	Notification of Modifications of Licensed Materials. From time to time Licensor may add, change, or modify portions of the Licensed Materials, or migrate the Licensed Materials to other formats. When such changes, modifications, or migrations occur, the Licensor shall give notice of any such changes to Licensee as soon as is practicable, but in no event less than sixty (60) days in advance of modification. If any of the changes, modifications, or migrations renders the Licensed Materials substantially less useful to the Licensee or its Authorized Users, the Licensee may seek to terminate this Agreement for breach pursuant to the termination provisions of this Agreement in Section [x].	Licensor reserves the right to withdraw from the Licensed Materials any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. Licensor shall give written notice of the withdrawal to the Licensee as soon as is practicable, but in no event less than thirty (30) days in advance of withdrawal, specifying the item or items to be withdrawn. If any such withdrawal renders the Licensed Materials less useful to Licensee or its Authorized Users, Licensor shall reimburse Licensee for the withdrawal in an amount proportional to the total Fees owed by Licensee for the Licensed Materials under this Agreement. If any such withdrawal renders the Licensed Materials substantially less useful to Licensee or its Authorized Users, Licensee may seek to terminate this Agreement for breach.If any portion of the Licensed Materials are transferred to or acquired from another party, Licensor shall use best efforts to ensure that Licensee does not lose access to content as a result of the transfer or acquisition and that any archival and perpetual access rights that have been granted shall be honored whether the Licensor is acting as the transferring or acquiring party. Licensor agrees to communicate with the other party to exchange such relevant payment and rights information. For journal titles, Licensor will use best efforts to comply with the Transfer Code of Practice.
3	New England Law Library Consortium	Licensor agrees to maintain the confidentiality of any personal identification data relating to the usage of the Licensed Materials by Licensee and its Authorized Users. Such data may be used solely for purposes directly related to the Licensed Materials and may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party	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 for the purpose of text and data mining.	Licensee may fulfill occasional requests from other institutions (by mail, fax or electronic transmissions), a practice commonly called Interlibrary Loan. Licensee agrees to fulfill such requests in compliance with Section 108 of the United States Copyright Law (17 USC §108, "Limitations on exclusive rights: Reproduction by libraries and archives").	Authors' Rights to Use Their Own Work. Notwithstanding any terms or conditions to the contrary in any author agreement between Authors and Licensor, Authors affiliated with Licensee whose work ("Content") is accepted for publication within the Licensed Materials shall retain the non-exclusive, irrevocable, royalty-free right to use their Content for scholarly and educational purposes, including self-archiving or depositing the Content in institutional, subject-based, national or other open repositories or archives (including the author's own web pages or departmental servers), and to comply with all grant or institutional requirements associated with the Content. For the avoidance of doubt, it is the intent of the parties to this agreement that Authors are third party beneficiaries of this provision of the Agreement.	N/A	Licensor shall comply with the Americans with Disabilities Act (ADA), by supporting assistive software or devices such as large print interfaces, text-to-speech output, voice-activated input, refreshable braille displays, and alternate keyboard or pointer interfaces, in a manner consistent with the Web Accessibility Initiative Web Content Accessibility Guidelines, which may be found at http://www.w3.org/WAI/GL/#Publications. Licensor shall provide to Licensee a current completed Voluntary Product Accessibility Template (VPAT), which may be found at http://www.state.gov/m/irm/impact/126343.htm, to demonstrate compliance with Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. § 794d). If the product does not comply, the Licensee has the right to adapt the Licensed Materials in order to comply with federal and state law.	N/A	This licensor shall not require the use of an authentication system that creates an unnecessary barrier to authorized access by users. Licensor agrees to cooperate with NELLCO member institutions to implement access control mechanisms as they are developed. Authorized Users shall be identified and authenticated by the use of Internet Protocol ("IP") addresses provided by Licensee to Licensor, unless subscribers choose another means. The use of proxy servers is permitted.	N/A	Licensor shall make the Licensed Materials available through Licensee's Discovery Service System(s) for indexing and discovery purposes. Licensor shall provide to Licensee's discovery service vendors on an ongoing basis thecitation and complete descriptive metadata (including all subject headings, abstracts, and keywords), and full-text content necessary to facilitate optimal discovery and accessibility of the content for the benefit of Licensee and Authorized Users. Discovery Service Systems are defined as user interface and search systems for discovering and displaying content from local, database and web-based sources.	Licensor shall provide usage data on a regular basis, but not less frequently than annually. Use data should be at the level of detail required for objective evaluation of both product performance and satisfaction of user needs, including title-bytitle use of journals and ebooks. Such data shall comply with the COUNTER Code of Practice, which can be found at https://www.projectcounter.org/code-of-practicesections/general-information/	Licensor will comply with the most current version of the OpenURL standard (ANSI/NISO Z39.88), and will provide a mechanism for persistent links to content.	n/a	Licensor shall not require Authorized Users to agree to terms relating to the use of the Licensed Materials before permitting Authorized Users to gain access to the Licensed Materials (commonly referred to as "click-through" licenses). However, Licensor may provide notification of the terms of this license to Authorized Users prior to access. Licensor shall provide Licensee with notice of and an opportunity to review the language of any "click-through" prior to its implementation. In no event shall the terms of such "click-through" notices differ from the provisions of this Agreement. In the event of any conflict between the terms of such "click-through" notices and this Agreement, the terms of this Agreement shall prevail.	Licensor will provide and maintain help files and other appropriate user documentation.	N/A	If the withdrawal of licensed materials represents more than 10% of the originallylicensed content, the Licensor shall refund to Licensee that part of the fee that is in proportion to the amount of material withdrawn and to the remaining unexpired portion of the subscription period. If the withdrawal materially diminishes the usefulness of the Licensed Materials, Licensee may treat such changes as a material breach of this License.
4	Big 10 Academic Alliance	Licensor agrees to maintain the confidentiality of any data relating to the usage of the Licensed Materials by any Participating Member Institution and its Authorized Users. Participating Member Institutions agree to maintain the confidentiality of any data relating to the usage of the Licensed Materials by individual Authorized Users. Such data may be used solely for purposes directly related to the Licensed Materials and may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party. The Licensor agrees that no personally identifiable information, including but not limited to logins recorded in system logs, IP addresses of patrons accessing the system, saved searches, usernames and passwords, will be shared with third parties, except in response to a subpoena, court order, or other legal requirement. If Licensor is compelled by law or court order to disclose personally identifiable information of Authorized Users, Licensor shall providethe Licensee with adequate prior written notice, so that Licensee or Authorized Users may seek protective orders or other remedies. Licensor will notify Licensee and Authorized Users as soon as is practicable if the Licensor’s systems are breached and the confidentiality of personally identifiable information is compromised. Licensee and Licensor shall cooperate in the implementation of security and control protocols and procedures as they are developed during the term of this Agreement.	Text Mining. Authorized Users may use the licensed material to perform and engage in text mining/data mining activities for academic research, scholarship, and other educational purposes, and to utilize and share the outputs of text and data mining in their scholarly work. Licensor will cooperate with Licensee and Authorized Users in making the Licensed Materials available in a manner and form most useful to the Authorized User. Any Licensor fees for provision of copies will be on a time and materials basis only	Interlibrary Loan. Using secure electronic, paper, or intermediated means, Licensee may fulfill occasional requests from other non-participating institutions, a practice commonly called Interlibrary Loan. Licensee agrees to fulfill such requests in compliance with Section 108 of the United States Copyright Law (17 USC §108, “Limitations on exclusive rights: Reproduction by libraries and archives”). Electronic books are among the Licensed Materials governed by this provision, and regardless of statutory provisions or interpretation, requests for whole eBooks may be fulfilled by the Licensee. For the avoidance of doubt, the Licensor authorizes such uses.	[Insitutional Repository Deposit:] Big Ten libraries will download or otherwise receive from publisher PDF versions of articles written by their corresponding university faculty or students, including those co-authored with researchers from other institutions, and make them available in a public section of an institutional repository service. These downloads will include accompanying metadata to facilitate organization and access. Future downloads, for the purpose of keeping the holdings of BTAA-authored papers current, will happen on a scheduled basis to be mutually agreed upon. Member libraries will be allowed to make these articles available from its institutional repository service in perpetuity	In the event that Licensor offers an open access option to its authors, Licensor agrees to annually review the number of open access articles published in the Licensed Materials under the open access option. For all Licensed Materials in which such articles are published, Licensor will share with Licensee the number of articles published under the open access option by all authors, and number of articles and citations by authors at Licensee’s institution, listed by journal title. Licensor will enter into good faith discussions with Licensee concerning mechanisms by which open access publication fees can offset the subscription fees paid by Licensee and other subscribers of Licensed Materials, with a goal of reducing subscription fees in proportion to the revenue received through such open access publication fees.	United States: Licensor shall comply with the Americans with Disabilities Act (ADA), by supporting assistive software or devices such as large print interfaces, text-to-speech output, voice-activated input, refreshable braille displays, and alternate keyboard or pointer interfaces, in a manner consistent with the Web Accessibility Initiative Web Content Accessibility Guidelines 2.1 AA (http://www.w3.org/WAI/guid-tech.html). Licensor shall ensure that product maintenance and upgrades are implemented in a manner that does not compromise product accessibility. Licensor shall provide to Licensee a current, accurate completed Voluntary Product Accessibility Template (VPAT) to demonstrate compliance with accessibility standards (https://www.itic.org/policy/accessibility). If the product does not comply, the Licensor shall adapt the Licensed Materials in a timely manner and at no cost to the Licensee in order to comply with applicable law. Nothing in this Agreement shall limit the Licensee or any end user from making lawful, noninfringing uses to facilitate access to the Licensed Materials by users who have disabilities. For the avoidance of doubt, the Licensor authorizes such uses. International: Licensor shall support accessibility for people with disabilities by providing a product that is compatible with assistive software or devices such as large print interfaces, text-to-speech output, voice-activated input, refreshable braille displays, and alternate keyboard or pointer interfaces, in a manner consistent with the Web Accessibility Initiative Web Content Accessibility Guidelines 2.1 AA (http://www.w3.org/WAI/guid-tech.html). Licensor understands and acknowledges that Licensee is obligated to comply with the United States’ Americans with Disabilities Act (ADA). Licensor shall ensure that product maintenance and upgrades are implemented in a manner that does not compromise product accessibility. Licensor shall provide to Licensee a current, accurate completed Voluntary Product Accessibility Template (VPAT) to demonstrate compliance with relevant accessibility standards (EN 301 549, WCAG, or Section 508): https://www.itic.org/policy/accessibility. If the product does not comply, the Licensor shall adapt the Licensed Materials in a timely manner and at no cost to the Licensee in order to comply with applicable law. Nothing in this Agreement shall limit the Licensee or any end user from making lawful, noninfringing uses to facilitate access to the Licensed Materials by users who have disabilities. For the avoidance of doubt, the Licensor authorizes such uses.	a) Except for termination for cause, Licensor hereby grants to Licensee a nonexclusive, royalty-free, perpetual license to use any Licensed Materials that the Licensee subscribed to during Agreement’s duration. The means by which Licensee shall have access to such Licensed Materials shall be in a manner and form substantially equivalent to the means by which access is provided under this Agreement. Licensor may allow a third party to provide continued access to the Licensed Materials without additional expenditures by the Licensee. b) The Licensor shall allow the Licensee to participate in the archiving of one complete copy of the Licensed Materials, and to use such archived Licensed Materials in the event the Licensor discontinues or suspends selling or licensing the Licensed Materials.Such use shall be in accordance with the provisions of this Agreement, which provisionsshall survive any termination of this Agreement. Licensed Materials may be made available to any Big Ten Library participants who have a right to those LicensedMaterials. c) Licensor acknowledges that Licensee may engage the services of third-party trusted archives and/or participate in collaborative archiving endeavors to exercise Licensee’s rights under this Agreement. Licensee agrees to cooperate with such archiving entities and/or initiatives as reasonably necessary to make the Licensed Materials available for archiving purposes. Licensee may perpetually use the third- party trusted system to access or store the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement.	Authorized Users shall have access to the content only through the Licensee’s Secure Network and/or from valid IP addresses or other secure authentication methods. The use of proxy servers is permitted as long as any proxy server IP addresses provided limit remote or off- campus access to Authorized Users.	Participating 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.	N/A	Licensor shall provide to Licensee usage statistics for the Licensed Materials. Statistics shall meet or exceed the most recent Project Counting Online Usage of Networked Electronic Resources (COUNTER) Code of Practice Release, or prevailing practice, including but not limited to its provisions on customer confidentiality. When a release of a new COUNTER Codes of Practice is issued, Licensor shall comply with the implementation time frame specified by COUNTER to provide use statistics in the new standard format. Licensor shall not provide Licensee’s usage statistics in any form to any third party without the Licensee’s written authorization, unless the third party owns rights in the Licensed Materials. In all cases, the disclosure of such data shall fully protect the anonymity of individual users and the confidentiality of their searches, and will comply with all applicable privacy laws. The Licensor shall not disclose or sell usage data or information about the Licensee or its Authorized Users without the Licensee’s written permission.	Persistent Links: where applicable, Licensor will provide and maintain persistent links to individual items within the Licensed Materials and make these available to Licensee. Licensor’s support for persistent linking shall include the ability to resolve in-bound and out-bound links using the OpenURL standard (ANSI/NISO Z39.88). Also: Electronic Links. Licensee may provide password- or proxy-protected hyperlinks fromthe Licensor’s Web page(s) or Web site(s) to the Licensed Materials. Licensee may make reasonable changes in the appearance of such links, or in statements accompanying such links as Licensor reasonably requests such changes.	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 or its parent institution.	In the event that Licensor requires Authorized Users to agree to terms relating to the use of the Licensed Materials before permitting Authorized Users to gain access to the Licensed Materials (commonly referred to as "click-through" licenses), or otherwise attempts to impose such terms on Authorized Users through mere use or viewing of the Licensed Materials, Licensor shall provide Licensee with notice of and an opportunity to comment on such terms prior to their implementation. In no event shall such terms materially differ from the provisions of this Agreement. In the event of any conflict between such terms and this Agreement, the terms of this Agreement shall prevail.		Platform migrations: Licensor shall give notice to the Licensee that content will be moving to a new platform no less than sixty (60) days before the migration commences. The Licensor will provide the Licensee with a migration timeline and, where possible, a preview environment. Licensor shall use reasonable efforts to provide continuous service throughout any platform migrations, ensuring that Licensee does not lose access to content.	If any portion of the Licensed Materials are transferred to or acquired from another party, Licensor shall use best efforts to ensure that Licensee does not lose access to content as a result of the transfer or acquisition and that any archival and perpetual access rights that have been granted shall be honored whether the Licensor is acting as the transferring or acquiring party. Licensor agrees to communicate with the other party to exchange such relevant payment and rights information. For journal titles, Licensor will use best efforts to comply with the Transfer Code of Practice.
5	Library of Congress	16. Statistics Disclosure. Licensor shall not provide the Library’s usage statistics in any form to any third party without the Library’s written authorization. In all cases, the disclosure of such data shall fully protect the anonymity of individual users and the confidentiality of their searches, and will comply with all applicable privacy laws and other laws. The Licensor shall not disclose or sell to other parties usage data or information about the Library or its Authorized Users without the Library’s express written permission or as required by law. 17. Confidentiality. The Licensor agrees to maintain the confidentiality of any data relating to the usage of the Licensed Materials by the Library and Authorized Users, and that no personally identifiable information, including but not limited to log-ins recorded in system logs, IP addresses of Authorized Users accessing the system, saved searches, usernames and passwords, will be shared with third parties, except as required by law. If Licensor is compelled by law or court order to disclose personally identifiable information of Authorized Users or patterns of use, Licensor shall provide the Library with adequate prior written notice as soon as is practicable, so that the Library or Authorized Users may seek protective orders or other remedies. Licensor shall notify the Library and Authorized Users as soon as is practicable if the Licensor’s systems are breached and the confidentiality of personally identifiable information is compromised.	8. Text and Data Mining. The Library and Authorized Users may use the Licensed Materials to perform and engage in text and/or data mining activities for legitimate academic research 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 shall cooperate with the Library and Authorized Users as reasonably necessary in making the Licensed Materials available in a manner and form most useful for text and/or data mining. Any fees associated with Licensor’s delivery of copies of Licensed Materials for these purposes shall be negotiated separately and will require a separate written agreement.	5. Interlibrary Loan: At its discretion, the Library may fulfill requests from other libraries or institutions (commonly referred to as interlibrary loan) in a manner consistent with Section 108 of the United States Copyright Law (17 U.S.C. §108, “Limitations on Exclusive Rights: Reproduction by libraries and archives”), using electronic, paper, or other means deemed appropriate by the Library.	6. Scholarly Sharing: Authorized Users may transmit to third parties, in hard or electronic copy, reasonable portions of the Licensed Materials for personal use or other non-commercial uses such as scholarly, educational, scientific, professional or other research uses.	20. Creative Commons and Open Access Materials. In the event that any content included in the Licensed Materials has been issued under a Creative Commons or other open license, Licensor shall not place access, use or other restrictions on that content beyond what is allowable by such licenses. Licensor shall not place access, use or other restrictions on Licensed Materials that are in the public domain.	3. Disability Compliance. Licensor shall comply with the Americans with Disabilities Act (ADA), by supporting assistive software or devices such as large print interfaces, text-to-speech output, voice-activated input, refreshable braille displays, and alternate keyboard or pointer interfaces in a manner consistent with the Web Accessibility Initiative Web Content Accessibility Guidelines (“Web Guidelines”). Licensor shall provide to Library a current completed Voluntary Product Accessibility Template (VPAT) to demonstrate compliance with the federal Section 508 standards. If Licensor does not maintain an office in the United States, Licensor is required to use all reasonable efforts to comply with the Web Guidelines as set forth above by supporting assistive software or devices such as large print interfaces, text-to-speech output, voice-activated input, refreshable braille displays, and alternate keyboard or pointer interfaces. In all cases, if the product does not comply, the Library has the right to adapt the Licensed Materials in order to comply with U.S. Federal law.	Perpetual License. If Licensor has granted Library a perpetual license with respect to Licensed Materials in the Schedule or Schedules that relate to such Licensed Materials, then, notwithstanding anything to the contrary herein, the Library and Authorized Users shall have a continuing nonexclusive, royalty-free, perpetual right to use, preserve and access such Licensed Materials. Such use shall be consistent with the provisions of these Terms. The means by which Library shall have access to such Licensed Materials shall be in a manner and form substantially equivalent to the means by which access is provided under these Terms. If Licensor’s means of access is not available, the Library may provide substantially equivalent access to such Licensed Materials in accordance with this section III.D. Third Party Archiving Service. Licensor and the Library acknowledge that either party may engage the services of third-party trusted archives and/or participate in collaborative archiving endeavors to exercise the Library’s rights under these Terms. Licensor agrees to cooperate with such archiving entities and/or initiatives as reasonably necessary to make the Licensed Materials available for archiving purposes. The Library may perpetually use a third-party trusted system or collaborative archive to access or store the Licensed Materials so long as the Library’s use is under the same terms as provided in these Terms. In the event the Licensor discontinues or changes the terms of its participation in a third-party archiving service, the Licensor shall notify the Library in advance, and shall in good faith seek to establish alternative arrangements for trusted archiving and perpetual access to the Licensed Materials	Licensor will provide authentication methods that conform to current industry standards, and will cooperate with the Library in the implementation of new authentication protocols and procedures as they are developed.		Discovery of Licensed Materials. Licensor shall make the Licensed Materials available through the Library’s Discovery Service Systems (as defined below) for indexing and discovery purposes. Licensor shall provide to the Library’s discovery service vendors on an ongoing basis the citation and complete descriptive metadata (including all subject headings, abstracts, and keywords), and full-text content necessary to facilitate optimal discovery and accessibility of the content for the benefit of Library and Authorized Users. “Discovery Service Systems” means the user interface and search systems for discovering and displaying content from local, database and web-based sources.	Statistics. Licensor shall provide to the Library monthly usage statistics for the Licensed Materials in a format acceptable to the Library. Licensor shall make all reasonable efforts to meet the most recent project Counting Online Usage of NeTworked Electronic Resources (COUNTER) Code of Practice Release, including but not limited to its provisions on customer confidentiality. Statistics Disclosure. Licensor shall not provide the Library’s usage statistics in any form to any third party without the Library’s written authorization. In all cases, the disclosure of such data shall fully protect the anonymity of individual users and the confidentiality of their searches, and will comply with all applicable privacy laws and other laws. The Licensor shall not disclose or sell to other parties usage data or information about the Library or its Authorized Users without the Library’s express written permission or as required by law.	Persistent Linking: Licensor shall comply with the most current version of the OpenURL standard (ANSI/NISO Z39.88), and of any standards that replace the OpenURL standard, and will provide a mechanism for persistent links to content				Notification of Modifications. From time to time, Licensor may add, change, or modify portions of the Licensed Materials, or migrate the Licensed Materials to other formats. When such changes, modifications, or migrations occur, the Licensor shall give notice of any such changes to the Library as soon as is practicable, but in no event less than thirty (30) business days in advance of modification. If any of the changes, modifications, or migrations renders the Licensed Materials substantially less useful to the Library or its Authorized Users, the Library may seek to terminate for breach pursuant to the termination provisions of these Terms.	Withdrawal of Licensed Materials. Licensor reserves the right at any time to withdraw from the Licensed Materials any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. Licensor shall give written notice to the Library of such withdrawal within ten (10) business days of such withdrawal. If the material withdrawn represents more than ten per cent (10%) of the book, journal or other publication in which it appeared or if the material withdrawn represents a removal of titles the Library considers critical, Licensor shall refund to the Library that part of the fee that is in proportion to the amount of material withdrawn and the remaining un-expired portion of the subscription period. Critical titles will be identified and included on the Purchase Order(s) with respect to such Licensed Materials.
6	California Digital Library (UC System)	Confidentiality of Personally Identifiable Information. The Licensor agrees that no personally identifiable information, including but not limited to log-ins recorded in system logs IP addresses of patrons accessing the system, saved searches, usernames and passwords, will be shared with third parties, except in response to a subpoena, court order, or other legal requirement. If Licensor is compelled by law or court order to disclose personally identifiable information of Authorized Users of patterns of use, Licensor shall provide the Licensee with adequate prior written notice as soon as is practicable, so that Licensee or Authorized Users may seek protective orders or other remedies. Licensor will notify Licensee and Authorized Users as soon as is practicable if the Licensor’s systems are breached and the confidentiality of personally identifiable information is compromised.	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 and may 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, upon receipt of written request, 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. Licensor shall provide to Licensee, upon request, copies of the Licensed Materials for text and data mining purposes without any extra fees.	Using electronic, paper, or intermediated means, Licensee at its discretion may fulfill occasional requests from other institutions, a practice commonly called Interlibrary Loan. Licensee agrees to fulfill such requests in compliance with Section 108 of the United States Copyright Law (17 USC §108, “Limitations on exclusive rights: Reproduction by libraries and archives”) and the Guidelines for the Proviso of Subsection 108(g)(2) prepared by the National Commission on New Technological Uses of Copyrighted Works.	Notwithstanding any terms or conditions to the contrary in any author agreement between authors and Licensor, authors who are Authorized Users of Licensee (“Authors”) whose work (“Content”) is accepted for publication by Licensor during the Term shall retain the non-exclusive, irrevocable, worldwide, royalty-free right to use their Content for scholarly and educational purposes, including self-archiving or depositing the Content in institutional, subject-based, national or other open repositories or archives (including the author’s own web pages or departmental servers), and to comply with all grant or institutional requirements associated with the Content. Licensee and Licensor shall cooperate in the implementation of procedures for Licensor to deposit Content into Licensee’s institutional repository, or to make the Content available for Licensee to harvest, as they are developed during the term of this Agreement. For the avoidance of doubt, it is the intent of the parties to this License Agreement that Licensee’s Authors are third party beneficiaries of this provision of the Agreement. Nothing in this section shall eliminate or limit any other rights that Licensee or any Author may have to deposit, host or make available Content published by Licensor. Definitions: Author: An author of a work published by Licensor who is an Authorized User of the Licensed Materials. Content: The author’s accepted manuscript version (after peer review and including revisions from the peer review process but before copy-editing and final publication) of any work by an Author that is accepted for publication by Licensor. Scholarly and educational purposes: Purposes encompassing teaching, research, and institutional needs, including but not limited to the right to (a) use, reproduce, distribute, perform, and display the Content in connection with teaching, conference presentations, and lectures; (b) make full use of the Content in future research and publications; (c) republish, update or revise the Content in whole or in part for later publication; (d) meet requirements and conditions of research grants or publishing subventions provided by government agencies or non-profit foundations, and; (e) grant to the Author’s employing institution some or all of the foregoing rights, as well as permission to use the Content in connection with administrative activities such as accreditation, mandated reports to state or federal governments, and similar purposes. In all cases, the Author and/or the Author’s employing institution will be expected to provide proper citation to the published version. Repositories or archives: Open-access digital repository services such as those provided by the Author’s employing institution, an academic consortium, a discipline-based entity, or a governmental funding agency.	Open Access Option. In the event that Licensor offers an open access option within the Licensed Materials to its authors, Licensor will report to Licensee annually 1) the number of works (such as articles) published under the open access option by all authors, and 2) the number and list of the works by title with full citation by authors at Licensee’s institution. If the ratio of the number of open access articles to articles published under the traditional subscription model increases in comparison to the previous year, Licensor will reflect such increase by way of a proportional reduction in the subscription price for the current subscription year.	Accessibility Requirements. Licensor warrants that the Licensed Materials comply with California and federal disabilities laws and regulations, and conform to the accessibility requirements of Web Accessibility Initiative, Web Content Accessibility Guidelines (WCAG) 2.0 at level AA. Licensor agrees to promptly respond to and resolve any complaint regarding accessibility of Licensed Materials.	Perpetual License. Notwithstanding anything else in the Agreement, Licensor grants to Licensee a nonexclusive, royalty-free, systemwide perpetual license to use any Licensed Materials that were subscribed to or for which a perpetual license fee has been paid during the term of this Agreement. Such use shall be in accordance with the provisions of this Agreement, which provisions shall survive any termination of this Agreement. The means by which Licensee shall have access to such Licensed Materials shall be in a manner and form substantially equivalent to the means by which access is provided under this Agreement. If the Licensor’s means of access is not available, the Licensee may provide substantially equivalent access to the Licensed Materials by use of an archival copy or by engaging the services of third-party trusted archives (such as Portico) and/or participating in collaborative archiving endeavors to exercise its perpetual use rights. Archival Copy. Licensor shall provide to Licensee upon request, or Licensee may create, one (1) copy of the entire set of Licensed Materials to be maintained as an archival copy. The archival copy from the Licensor shall be provided without any DRM in a mutually agreeable medium suitable to the content, and any fees for provision of copies will be on a time and materials basis only. In the event the Licensor discontinues or suspends selling or licensing the Licensed Materials, the Licensee may use such archived Licensed Materials under the same terms as this Agreement. If Licensee has a backup copy of the Licensed Materials as defined in Section IV, the backup copy may be used as an archival copy. Third Party Archiving Services. Licensor and Licensee acknowledge that either party may engage the services of third-party trusted archives and/or participate in collaborative archiving endeavors to exercise Licensee’s rights under this section of the Agreement. Licensor agrees to cooperate with such archiving entities and/or initiatives as reasonably necessary to make the Licensed Materials available for archiving purposes. Licensee may perpetually use a third-party trusted system or collaborative archive to access or store the Licensed Materials, so long as Licensee’s use is under the same terms as this Agreement. In the event the Licensor discontinues or changes the terms of its participation in a third-party archiving service, the Licensor shall notify the Licensee in advance, and shall in good faith seek to establish alternative arrangements for trusted archiving and perpetual access to the Licensed Materials.	IP Addresses. Authorized Users shall be identified and authenticated by the use of Internet Protocol (“IP”) addresses provided by Licensee to Licensor. The use of proxy servers is authorized as long as any proxy server IP addresses provided limit remote or off-campus access to Authorized Users. Authorized IP Addresses are listed in Appendix C. An updated list will be sent to Licensor on an annual or as needed basis. Licensee and Licensor shall cooperate in the implementation of new authentication protocols and procedures (such as Shibboleth) as they are developed during the term of this Agreement. Licensor-Administered Authentication. Where Licensor provides alternative methods of access and authentication beyond the Licensee-administered methods described herein, e.g. by allowing users to establish a personal login from an on-campus IP address (thereby enabling access via username and password when logging in to a vendor website) or device authentication, which affiliates the device or application by use of a token, cookie, or vendor-managed proxy prefix, Licensee will not be responsible nor liable for claims of breach or validity of such use.	Early Termination for Financial Hardship. The Licensee may terminate this Agreement without penalty if sufficient content acquisitions funds are not allocated to enable the Licensee, in the exercise of its reasonable administrative discretion, to continue this Agreement. In the event of such financial circumstances, Licensee will notify Licensor of the intent to terminate the Agreement as soon as is reasonably possible, but in any case, no less than 30 days prior to next payment date, and this transaction shall terminate on the last day of the subscription period for which payment has been made without penalty of expense to the Licensee of any kind whatsoever, except as to the portions of payments herein agreed for which funds shall have been appropriated and budgeted or otherwise available. In the event of such termination the Licensee shall maintain its perpetual right to materials licensed under the subscription periods for which it has fully paid, subject to Section XII.	Discovery of Licensed Materials. Licensor shall make the Licensed Materials available through Licensee’s Discovery Service System(s) for indexing and discovery purposes. Licensor shall provide to Licensee’s discovery service vendors on an ongoing basis the citation and complete descriptive metadata (including all subject headings, abstracts, and keywords), and full-text content necessary to facilitate optimal discovery and accessibility of the content for the benefit of Licensee and Authorized Users. Discovery Service Systems are defined as user interface and search systems for discovering and displaying content from local, database and web-based sources.	Usage Statistics. Licensor must provide both composite systemwide use data and itemized data for individual campuses and labs, on a monthly basis. Statistics shall meet or exceed the most recent project Counting Online Usage of NeTworked Electronic Resources (COUNTER) Code of Practice Release, including but not limited to its provisions on customer confidentiality. When a release of a new COUNTER Codes of Practice is issued, Licensor shall comply with the implementation time frame specified by COUNTER to provide use statistics in the new standard format. Licensor shall not provide Licensee’s usage statistics in any form to any third party without the Licensee’s written authorization, unless the third party owns rights in the Licensed Materials. In all cases, the disclosure of such data shall fully protect the anonymity of individual users and the confidentiality of their searches, and will comply with all applicable privacy laws. The Licensor shall not disclose or sell to other parties usage data or information about the Licensee or its Authorized Users without the Licensee’s written permission or as required by law.	Persistent Linking. Licensor will comply with the most current version of the OpenURL standard (ANSI/NISA Z39.88), and will provide a mechanism for persistent links to content.	Course Packs (Print and Electronic). Licensee and Authorized Users may use a reasonable portion of the Licensed Materials in the preparation of Course Packs or other educational materials. Course Reserves (Print and Electronic). Licensee and Authorized Users may use a reasonable portion of the Licensed Materials for use in connection with specific courses of instruction offered by the University of California.			Notification of Modifications of Licensed Materials. From time to time Licensor may add, change, or modify portions of the Licensed Materials, or migrate the Licensed Materials to other formats. When such changes, modifications, or migrations occur, the Licensor shall give notice of any such changes to Licensee as soon as is practicable, but in no event less than sixty (60) days in advance of modification. If any of the changes, modifications, or migrations renders the Licensed Materials substantially less useful to the Licensee or its Authorized Users, the Licensee may seek to terminate this Agreement for breach pursuant to the termination provisions of this Agreement in Section XI, below.	Withdrawal of Licensed Materials. Licensor reserves the right to withdraw from the Licensed Materials any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful, or otherwise objectionable. Licensor shall give written notice of the withdrawal to the Licensee as soon as is practicable, but in no event less than thirty (30) days in advance of withdrawal, specifying the item or items to be withdrawn. If any such withdrawal renders the Licensed Materials less useful to Licensee or its Authorized Users, Licensor shall reimburse Licensee for the withdrawal in an amount proportional to the total Fees owed by Licensee for the Licensed Materials under this Agreement. If any such withdrawal renders the Licensed Materials substantially less useful to Licensee or its Authorized Users, Licensee may seek to terminate this Agreement for breach pursuant to the termination provisions in Section XI, below.
7	Liblicense Model License (CRL)	Confidentiality of Personally Identifiable Information. The Licensor agrees that no personally identifiable information, including but not limited to log-ins recorded in system logs, IP addresses of patrons accessing the system, saved searches, usernames and passwords, will be shared with third parties, except in response to a subpoena, court order, or other legal requirement. If Licensor is compelled by law or court order to disclose personally identifiable information of Authorized Users or patterns of use, Licensor shall provide the Licensee with adequate prior written notice as soon as is practicable, so that Licensee or Authorized Users may seek protective orders or other remedies. Licensor will notify Licensee and Authorized Users as soon as is practicable if the Licensor’s systems are breached and the confidentiality of personally identifiable information is compromised.	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.	Licensee may fulfill requests from other libraries, a practice commonly called Interlibrary Loan. Licensee agrees to fulfill such requests in accordance with Sections 107 and 108 of the U.S. Copyright Act. Requests may be fulfilled using electronic, paper, or intermediated means.	Authors’ Own Works. Notwithstanding any terms or conditions to the contrary in any author agreement between authors and Licensor, authors who are Authorized Users of Licensee (“Authors”), whose work (“Work”) is accepted for publication by Licensor during the Term, shall retain the non-exclusive, irrevocable, worldwide, royalty-free right to use their Work for scholarly and educational purposes, including self-archiving or depositing the Work in institutional, subject-based, national, or other open repositories or archives (including the author’s own web pages or departmental servers), and to comply with all grant or institutional requirements associated with the Work. For the avoidance of doubt, it is the intent of the parties to this License Agreement that Licensee’s Authors are third party beneficiaries of this provision of the Agreement. Nothing in this section shall eliminate or limit any other rights that Licensee or any Author may have to deposit, host, or make available the Work published by Licensor. Scholarly and educational purposes encompass teaching, research, and institutional needs, including but not limited to the right to (a) use, reproduce, distribute, perform, and display the Work in connection with teaching, conference presentations, and lectures; (b) make full use of the Work in future research and publications; (c) republish, update or revise the Work in whole or in part for later publication; (d) meet requirements and conditions of research grants or publishing subventions provided by government agencies or non-profit foundations, and; (e) grant to the Author’s employing institution some or all of the foregoing rights, as well as permission to use the Work in connection with administrative activities such as accreditation, mandated reports to state or federal governments, and similar purposes. In all cases, the Author and/or the Author’s employing institution will be expected to provide proper citation to the published version of the Work.	Open Access Option. In the event that Licensor offers an open access option to its authors, Licensor will report to Licensee [annually] the number of works (such as articles) published under the open access option by all authors, and the number and list of the works by title with full citation by authors at Licensee’s institution. Licensor will enter into good faith discussions with Licensee concerning mechanisms by which the open access publication fees received by Licensor can offset the fees paid by Licensee and other subscribers of Licensed Materials, with a goal of reducing such fees in proportion to the revenue received through such open access publication fees.	Disabilities Compliance. Licensor shall comply with the Americans with Disabilities Act (ADA), by supporting assistive software or devices such as large print interfaces, text-to-speech output, voice-activated input, refreshable braille displays, and alternate keyboard or pointer interfaces, in a manner consistent with the Web Accessibility Initiative Web Content Accessibility Guidelines. Licensor shall provide to Licensee a current completed Voluntary Product Accessibility Template (VPAT) to demonstrate compliance with the federal Section 508 standards. If the product does not comply, the Licensee has the right to adapt the Licensed Materials in order to comply with federal and state law.	Backup Copy. Licensor shall provide to Licensee upon request, or Licensee may create, one (1) copy of the entire set of Licensed Materials to be maintained as a backup copy. In the event that the Agreement is terminated, Licensee may use the backup copy to exercise any perpetual license rights granted in this Agreement, including but not limited to use of the backup copy as the archival copy as specified in Section 8, below. Where perpetual rights have not been granted, Licensee will destroy all backup copies within [thirty (30) business days] of termination of this Agreement.	Access and Authentication. Licensor will provide the Licensee and its Authorized Users with access to the Licensed Materials pursuant to the terms, conditions, and specifications set forth in Schedule 3, which is attached hereto. Licensor will use reasonable efforts to provide authentication methods that conform to current industry standards, and will cooperate with Licensee in the implementation of new authentication protocols and procedures as they are developed during the term of this Agreement.	Early Termination for Financial Hardship. The Licensee may terminate this Agreement without penalty if sufficient content acquisitions funds are not allocated to enable the Licensee, in the exercise of its reasonable administrative discretion, to continue this Agreement. In the event of such financial circumstances, Licensee agrees to notify Licensor of the intent to terminate the Agreement as soon as is reasonably possible, but in any case, no less than [enter a mutually agreeable number of days] prior to next payment date. {Liblicense editors suggest that this clause may be most appropriate for multiple year Agreements.}	Discovery of Licensed Materials. Licensor shall make the Licensed Materials available through Licensee’s Discovery Service System(s) for indexing and discovery purposes. Licensor shall provide to Licensee’s discovery service vendors on an ongoing basis the citation and complete descriptive metadata (including all subject headings, abstracts, and keywords), and full-text content necessary to facilitate optimal discovery and accessibility of the content for the benefit of Licensee and Authorized Users. Discovery Service Systems are defined as user interface and search systems for discovering and displaying content from local, database and web-based sources.	Licensor shall provide to Licensee [monthly] usage statistics for the Licensed Materials. Statistics shall meet or exceed the most recent project Counting Online Usage of NeTworked Electronic Resources (COUNTER) Code of Practice Release, including but not limited to its provisions on customer confidentiality. When a release of a new COUNTER Codes of Practice is issued, Licensor shall comply with the implementation time frame specified by COUNTER to provide use statistics in the new standard format. Licensor shall not provide Licensee’s usage statistics in any form to any third party without the Licensee’s written authorization, unless the third party owns rights in the Licensed Materials. In all cases, the disclosure of such data shall fully protect the anonymity of individual users and the confidentiality of their searches, and will comply with all applicable privacy laws. The Licensor shall not disclose or sell to other parties usage data or information about the Licensee or its Authorized Users without the Licensee’s express written permission or as required by law.	Licensor will comply with the most current version of the OpenURL standard (ANSI/NISO Z39.88), and will provide a mechanism for persistent links to content.	Course Reserves. Licensee and Authorized Users may use the Licensed Materials for print and electronic reserve readings in connection with specific courses of instruction offered by Licensee. Coursepacks. Licensee and Authorized Users may use a reasonable portion of the Licensed Materials in the preparation of coursepacks or other educational materials.	Online Terms and Conditions. In the event that Licensor requires Authorized Users to agree to additional terms relating to the use of the Licensed Materials (commonly referred to as "click-through" or "clickwrap" licenses), or otherwise attempts to impose terms on Authorized Users through online terms and conditions invoked by the mere use or viewing of the Licensed Materials, such terms shall not materially differ from the provisions of this Agreement. In the event of any conflict between the click-through terms or online terms and conditions and this Agreement, the terms of this Agreement shall prevail. For the avoidance of doubt, Authorized Users are not a party to this Agreement.	Licensor will provide to Licensee’s staff appropriate training relating to the use of the Licensed Materials and any Licensor software. Licensor also will provide additional training to Licensee staff if made necessary by any updates or modifications to the Licensed Materials or any Licensor software.	Notification of Modifications of Licensed Materials. From time to time, Licensor may add, change, or modify portions of the Licensed Materials, or migrate the Licensed Materialsto other formats. When such changes, modifications, or migrations occur, the Licensor shall give notice of any such changes to Licensee as soon as is practicable, but in no event less than thirty (30) days in advance of modification. If any of the changes, modifications, or migrations renders the Licensed Materials substantially less useful to the Licensee or its Authorized Users, the Licensee may seek to terminate this Agreement for breach pursuant to the termination provisions of this Agreement in Section 6, below.	Withdrawal of Licensed Materials. Licensor reserves the right to withdraw from the Licensed Materials any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. Licensor shall give written notice of the withdrawal to the Licensee as soon as is practicable, but in no event less than thirty (30) days in advance of withdrawal, specifying the item or items to be withdrawn. If any such withdrawal renders the Licensed Materials less useful to Licensee or its Authorized Users, Licensor shall reimburse Licensee for the withdrawal in an amount proportional to the total Fees owed by Licensee for the Licensed Materials under this Agreement. If any such withdrawal renders the Licensed Materials substantially less useful to Licensee or its Authorized Users, Licensee may seek to terminate this Agreement for breach pursuant to the termination provisions in Section 6, below.
8	Orbis-Cascade Alliance	Licensor shall not, without the prior written consent of the Licensee(s) 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 State & Federal laws and institutional regulations, including the Family Educational Rights and Privacy Act ("FERPA"). Licensor agrees to maintain the confidentiality of any personal identification data relating to the usage of the Licensed Materials by Licensee(s) and its Authorized Users. Such data may be used solely for purposes directly related to the Licensed Materials and may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party. Vendor will maintain current data security management practices that follow established standards and will notify Licensee in the event of any data breach occurring.	Licensee(s) and Authorized Users may use the Licensed Materials to perform and engage in text and/or data mining activities within the context of scholarship, research, and other educational purposes. Licensee(s) and Authorized Users may 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, Licensee(s), and Authorized Users as reasonably necessary in making the Licensed Materials available in a manner and form most useful to the Authorized User. Licensor shall provide to Licensee, upon request, copies of the Licensed Materials for text and data mining purposes without any extra fees, within reasonable limits. Should the publisher require payment for text and data mining, said payment should be no more than 2% of the particular Institution's subscription cost.	Licensee may fulfill requests, a practice commonly called Interlibrary Loan. Licensee agrees to fulfill such requests in accordance with Sections 107 and 108 of the U.S. Copyright Act and interlibrary loan guidelines and practices. Requests may be fulfilled using secure electronic, paper, or intermediated means. Language that restricts ILL should be replaced with the text above. Typical restrictions to be aware of include: ● The use of named software. If the provider insists on specifying the means, use a generic term like “secure electronic transmission”. ● Use of CONTU Guidelines. If it is not possible to delete or otherwise meaningfully modify a provision referencing CONTU, libraries should negotiate to have a fair use provision included in the license agreement, such as “Nothing in this Agreement is intended to limit any right Licensee or Authorized Users might have under the fair use provisions of U.S. and international copyright law.”	Notwithstanding any terms or conditions to the contrary in any author agreement between authors and Licensor, authors who are Authorized Users of Licensee (“Authors”) whose work (“Content”) is accepted for publication by Licensor during the Term shall retain the non-exclusive, irrevocable, worldwide, royalty-free right to use their Content for scholarly and educational purposes, including self-archiving or depositing the final published version of the Content in institutional, subject-based, national or other open repositories or archives (including the author’s own web pages or departmental servers), and to comply with all grant or institutional requirements associated with the Content. Member libraries of the Licensee will be allowed to make these articles available from their respective institutional repository service in perpetuity. Licensee(s) and Licensor shall cooperate in the implementation of procedures for Licensor to deposit Content into Licensee’s institutional repository, or to make the Content available for Licensee to harvest, as they are developed during the term of this Agreement.	In the event that Licensor offers an open access option to its authors, Licensor will report to Licensee(s) [annually] the number of works (such as articles) published under the open access option by all authors, and the number and list of the works by title with full citations by authors at the Licensee’s institution. Licensor will enter into good faith discussions with Licensee concerning mechanisms by which the open access publication fees received by Licensor can offset the fees paid by Licensee and other subscribers of Licensed Materials, with a goal of reducing such fees in proportion to the revenue received through such open access publication fees.	Licensor shall comply with the Americans with Disabilities Act (ADA) and sections 504 and 508 of the Rehabilitation Act; and State Laws regarding accessibility, by supporting assistive software or devices in compliance with guidelines such as Web Content Accessibility Guidelines(WCAG) 2.1, Level AA or higher. For the avoidance of doubt the most current WCAG guidelines must be utilized. http://www.w3.org/WAI/guid-tech.html If the licensed product or any of its contents does not comply with applicable law(s), the Licensee will request that the Licensor make needed accessibility modifications to support Authorized Users and/or provide accessibility modifications within an agreed upon implementation schedule. Should the Licensor decline to make such modifications, Licensee(s) may alter or modify the Licensed Materials as necessary to provide an equivalent level of access to Authorized Users with disabilities. Upon request, the Licensor shall provide to Licensee a current completed Voluntary Product Accessibility Template (VPAT) to declare and explain the degree to which the Licensor’s product conforms to applicable accessibility standards. Licensor shall indemnify, defend, and hold the University, the respective State, 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."	In cases where content transfers from one scholarly Licensor to another, the rights of access provided by an original Licensor to Licensee(s), especially to post cancelled content, will be honored by the current Licensor. Also, during such transfers, if a member has a subscription to the journal, the charges will be that of the previous paid price for the existing journal subscription or the price paid to the previous publisher plus a no more than the negotiated consortium increase.	Authorized users shall be identified and authenticated by the use of Internet Protocol (IP) addresses provided by licensee to licensor. The use of proxy servers is permitted as long as any proxy server IP addresses provided limit remote or off-campus access to Authorized Users [only]. Licensor will use reasonable efforts to provide authentication methods that conform to current industry standards, and will cooperate with Licensee in the implementation of new authentication protocols and procedures as they are developed during the term of this Agreement. No modification to access of resources will be made without first a thirty (30) day announcement of the proposed changes to be made and a reasonable response time allowed for a Licensee to agree and adopt the new access mode employed. The Licensor will notify the Licensee(s) at least ninety (90) days in advance of any anticipated specification change applicable to the Licensed Materials. If the changes render the Licensed Materials less useful in a material respect to the Licensee(s), the Licensee(s) may within thirty (30) days of such notice treat changes as a breach of this License.	Participating members may terminate their participation in the agreement if sufficient funds are not made available by their respective institutions for the purpose of this agreement. In the event of such financial circumstances, Licensee agrees to notify Licensor of the intent to terminate the Agreement as soon as is reasonably possible, but in any case, no less than 90 days prior to the next payment date. In the event of such termination the Licensee shall maintain its perpetual right to materials licensed under the subscription periods for which it has fully paid. In the case of reduced budgets during the fiscal year, or funding otherwise becoming not legally available, including but not limited to any given institution’s budget remaining flat, participant Institution(s) may request mitigation of a multiyear agreement for the remaining years of the Term without prejudice against other member sites.	Licensor shall make the Licensed Materials available through Licensee’s Discovery Service System(s) for indexing and discovery purposes. Licensor shall provide to Licensee’s discovery service vendors on an ongoing and timely basis the citation and complete descriptive metadata (including all subject headings, abstracts, and keywords), and full-text content necessary to facilitate optimal discovery and accessibility of the content for the benefit of Licensee and Authorized Users. Discovery Service Systems are defined as user interface and search systems for discovering and displaying content from local, database and web-based sources.	Licensor shall provide to Licensee(s) monthly usage statistics for the Licensed Materials. Statistics shall meet or exceed the most recent Project COUNTER Code of Practice Release for individual institutions and for consortia Usage data should be made available on-demand via a web-based portal and accessible via SUSHI. Usage data for any given month should be made available no later than the 28th of the following month.	Persistent Linking. Licensor will comply with the most current version of the OpenURL standard (ANSI/NISO Z39.88), and will provide a mechanism for persistent links to content and allow for third party link checking mechanisms to be used.	License(s) and Authorized Users may incorporate reasonable portions of the Licensed Materials in printed and electronic Course Packs, Electronic Reserve collections, or other educational materials for use of Authorized Users in the course of instruction at a member institution, and/or in electronic learning environments hosted on a secure network, but not for commercial use. Each such item shall carry appropriate acknowledgement of the source. Coursepacks in alternate formats may also be offered to Authorized Users that require accessible formats. Licensee(s) may create persistent links to Licensed Materials for access by Authorized Users from within Secure Networks.	Licensee(s) and Authorized Users may all make use of the Licensed Materials as is consistent with the Fair Use Provisions of United States and international copyright laws. In the event that any content included in the Licensed Materials is in the public domain or has been issued under a Creative Commons or other open license, Licensor shall not place access, use, or other restrictions on that content beyond those found in the open license, where applicable.		N/A	In cases where content transfers from one scholarly Licensor to another, the rights of access provided by an original Licensor to Licensee(s), especially to post cancelled content, will be honored by the current Licensor. Also, during such transfers, if a member has a subscription to the journal, the charges will be that of the previous paid price for the existing journal subscription or the price paid to the previous publisher plus a no more than the negotiated consortium increase.
9	NERL Research License	Confidentiality of User Data. Licensor agrees to maintain the confidentiality of any data relating to the usage of the Licensed Materials by any Participating Member Institution and its Authorized Users. Participating Member Institution agrees to maintain the confidentiality of any data relating to the usage of the Licensed Materials by individual Authorized Users. Such data may be used solely for purposes directly related to the Licensed Materials and may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party. Advertisements. In promoting the Internet Site, Licensor shall not engage in marketing the content of the site itself or any other internet site or product to licensee’s “users” for the purpose of profit, and avoid any advertising to suggest Licensor endorses the goods or services of a third party or that a third party endorses the goods or services of the Licensor.	Data/Text Mining. Licensor shall provide either online at its web site, through a third-party service (such as LOCKSS or Portico), or to Licensee in mutually agreed physical media, one full copy of the Licensed Materials in raw data format. The raw data may be used by Licensee and Authorized Users to perform text, image, and/or data mining functions and algorithms for legitimate academic research and other educational purposes in accordance with the terms of this Agreement.	Interlibrary Loan. Licensee may fulfill requests from other institutions, a practice commonly called Interlibrary Loan. Licensee agrees to fulfill such requests in compliance with Section 108 of the United States Copyright Law (17 USC §108, "Limitations on exclusive rights: Reproduction by libraries and archives").	Authors' Rights to Use Their Own Work. Notwithstanding any terms or conditions to the contrary in any author agreement between Authors and Licensor, Authors affiliated with Licensee whose work ("Content") is accepted for publication within the Licensed Materials shall retain the non-exclusive, irrevocable, royalty-free right to use their Content for scholarly and educational purposes, including self-archiving or depositing the Content in institutional, subject-based, national or other open repositories or archives (including the author's own web pages or departmental servers), and to comply with all grant or institutional requirements associated with the Content.		Accessibility. Licensor shall provide Licensed Materials in compliance with the Level AA criteria of the Web Content Accessibilities Guidelines (WCAG) 2.0 as published by the World Wide Web Consortium’s Web Accessibility Initiative, which may be found at: http://www.w3.org/WAI/WCAG20/quickref/	Licensor hereby grants to Participating Member Institutions a nonexclusive, royalty-free, perpetual license to use any Licensed Materials that were accessible during the term of this Agreement. Such use shall be in accordance with the provisions of this Agreement, which provisions shall survive any termination of this Agreement. Except in the case of termination for cause, Licensor shall provide the Participating Member Institutions with access to the Licensed Materials in a manner and form substantially equivalent to the means by which access is provided under this Agreement. Licensor acknowledges that Licensee may engage the services of third-party trusted archives service and/or participate in collaborative archiving endeavors to fulfill the requirements of this provision. Licensor agrees to cooperate with such archiving entities and/or initiatives as reasonably necessary to make the Licensed Materials available for archiving purposes. Licensees may perpetually use the trusted third-party system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Licensor further acknowledges and agrees that, in using the third-party archival system, Licensed Materials may be made available to other system participants who indicate a right to those Licensed Materials.	n/a	n/a	n/a	Usage Data. Licensor shall provide to each Participating Member Institution statistics regarding their individual institution’s usage of the Licensed Materials by its Authorized Users in conformance with the Codes of Practice for Project COUNTER located at: http://www.projectcounter.org/code_practice.html	Persistent Links. Where applicable, Licensor will provide and maintain persistent links to individual items within the Licensed Materials and make these available to Licensee. Licensor’s support for persistent linking shall include the ability to resolve in-bound and out-bound links using the OpenURL standard (ANSI/NISO Z39.88).	Course Packs. Licensee and Authorized Users may use a reasonable portion of the Licensed Materials in the preparation of Course Packs or other educational materials. Course Reserves (Print and Electronic). 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. Electronic Links. Licensee may provide electronic links to the Licensed Materials from Licensee’s web page(s) and course management systems, and is encouraged to do so in ways that will increase the usefulness of the Licensed Materials to Authorized Users. Licensor staff will assist Licensee upon request in creating such links effectively	Notice of "Click-Through" License Terms or Other Means of Passive Assent. In the event that Licensor requires Authorized Users to agree to terms relating to the use of the Licensed Materials before permitting Authorized Users to gain access to the Licensed Materials (commonly referred to as "click-through" licenses), or otherwise attempts to impose such terms on Authorized Users through mere use or viewing of the Authorized Materials, Licensor shall provide Licensee with notice of and an opportunity to comment on such terms prior to	Training. Licensor will provide appropriate training to Participating Member Institution staff relating to the use of the Licensed Materials and any Licensor software. Licensor will provide regular system and project updates to Licensee as they become available and will provide additional training to Participating Member Institution staff made necessary by any updates or modifications to the Licensed Materials or any Licensor software.	N/A	Withdrawal of Licensed Materials. Licensor reserves the right to withdraw from the Licensed Materials any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. Licensor shall give written notice to the Licensee of such withdrawal no later than thirty (30) days following the removal of any item pursuant to this section. If any such withdrawal renders the Licensed Materials less useful to Licensee or its Authorized Users, Licensor shall reimburse Licensee in an amount that the withdrawal is proportional to the total Fees owed by Licensee under this Agreement.
10	ASERL	Licensor agrees to maintain the confidentiality of any data relating to the usage of the licensed content by Licensee and its Authorized Users. Such data may be used solely for providing access to the licensed content under this agreement and may only be provided to third parties in aggregate, anonymized form, and only with prior notice to and consent from Licensee. Licensor will not incorporate data from authorized use of resources licensed under this agreement in products sold to third parties, including governments, to facilitate surveillance, “threat assessment,” or for any other purpose. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party except in response to a subpoena, court order, or other legal requirement. If Licensor is compelled by law or court order to disclose personally identifiable information of Authorized Users or patterns of use, Licensor shall provide the Licensee with adequate prior written notice as soon as is practicable, so that Licensee or Authorized Users may seek protective orders or other remedies. Licensor will notify Licensee and Authorized Users as soon as is practicable if the Licensor’s systems are breached and the confidentiality of personally identifiable information is compromised. The Licensor’s obligations under this clause will survive the expiration or other termination of this agreement.	Notwithstanding anything else in this agreement, Authorized Users may use the licensed content to perform and engage in text and data mining activities for research, teaching, scholarship, and other educational purposes, and may utilize and share the outputs of text and data mining in their scholarly work. Licensor will cooperate with Licensee and Authorized Users in making the licensed content available in a manner and form most useful to the Authorized User.	Licensee may fulfill requests from other libraries, a practice commonly called Interlibrary Loan. Licensee agrees to fulfill such requests in accordance with the U.S. Copyright Act. Requests may be fulfilled using electronic, paper, or intermediated means. Nothing in this Agreement, including but not limited to Authorized Uses, shall be interpreted to diminish the rights and privileges of the Licensee or Authorized Users with respect to any of the licensed content, including exceptions or limitations to the exclusive rights of copyright owners under Section 107 and 108 of the U.S. Copyright Act. In the event that any content included in the licensed content is in the public domain or has been issued under a Creative Commons or other open license, Licensor shall not place access, use or other restrictions on that content beyond those found in the open license, where applicable.	Notwithstanding any agreements to the contrary, authors who are Authorized Users of Licensee (“Authors”), whose work (“Work”) is accepted for publication by Licensor during the Term, shall be granted the non-exclusive, irrevocable, worldwide, royalty-free right to use their Work for scholarly and educational purposes, including self-archiving or depositing the Work in open repositories or archives (including the author’s own web pages or departmental servers) subject to an open license of the author’s choosing, and to comply with all grant or institutional requirements associated with the Work. The parties to this License agree that Authors are third party beneficiaries of this provision of the Agreement. Nothing in this section shall eliminate or limit any other rights that Licensee or any Author may have to deposit, host, or make available the Work published by Licensor. Licensor shall undertake reasonable efforts to provide tools and mechanisms that facilitate deposit of Work into the institutional repository as part of the article publication workflow.	N/A	United States: Licensor shall comply with the Americans with Disabilities Act (ADA), by supporting assistive software or devices such as large print interfaces, text-to-speech output, voice-activated input, refreshable braille displays, and alternate keyboard or pointer interfaces, in a manner consistent with the Web Accessibility Initiative Web Content Accessibility Guidelines 2.1 AA (http://www.w3.org/WAI/guid-tech.html). Licensor shall ensure that product maintenance and upgrades are implemented in a manner that does not compromise product accessibility. Licensor shall provide to Licensee a current, accurate completed Voluntary Product Accessibility Template (VPAT) to demonstrate compliance with accessibility standards (https://www.itic.org/policy/accessibility). If the product does not comply, the Licensor shall adapt the Licensed Materials in a timely manner and at no cost to the Licensee in order to comply with applicable law. Nothing in this Agreement shall limit the Licensee or any end user from making lawful, noninfringing uses to facilitate access to the Licensed Materials by users who have disabilities. For the avoidance of doubt, the Licensor authorizes such uses. International: Licensor shall support accessibility for people with disabilities by providing a product that is compatible with assistive software or devices such as large print interfaces, text-to-speech output, voice-activated input, refreshable braille displays, and alternate keyboard or pointer interfaces, in a manner consistent with the Web Accessibility Initiative Web Content Accessibility Guidelines 2.1 AA (http://www.w3.org/WAI/guid-tech.html). Licensor understands and acknowledges that Licensee is obligated to comply with the United States’ Americans with Disabilities Act (ADA). Licensor shall ensure that product maintenance and upgrades are implemented in a manner that does not compromise product accessibility. Licensor shall provide to Licensee a current, accurate completed Voluntary Product Accessibility Template (VPAT) to demonstrate compliance with relevant accessibility standards (EN 301 549, WCAG, or Section 508): https://www.itic.org/policy/accessibility. If the product does not comply, the Licensor shall adapt the Licensed Materials in a timely manner and at no cost to the Licensee in order to comply with applicable law. Nothing in this Agreement shall limit the Licensee or any end user from making lawful, noninfringing uses to facilitate access to the Licensed Materials by users who have disabilities. For the avoidance of doubt, the Licensor authorizes such uses.	Perpetual License. Licensor grants to Licensee a nonexclusive, royalty-free, perpetual license to use any Licensed Materials that were [accessible or subscribed to] during the term of this Agreement. Such use shall be in accordance with the provisions of this Agreement, which provisions shall survive any termination of this Agreement. The means by which Licensee shall have access to such Licensed Materials shall be in a manner and form substantially equivalent to the means by which access is provided under this Agreement. Licensor shall provide to Licensee upon request, or Licensee may create, one (1) copy of the entire set of Licensed Materials to be maintained as an archival copy. The archival copy from the Licensor shall be provided without any DRM in a mutually agreeable medium suitable to the content, and any fees for provision of copies will be on a time and materials basis only. In the event the Licensor discontinues or suspends selling or licensing the Licensed Materials, the Licensee may use such archived Licensed Materials under the same terms as this Agreement. If Licensee has a backup copy of the Licensed Materials as defined in Section 3.2(l) Backup Copy, the backup copy may be used as an archival copy. Licensor and Licensee acknowledge that either party may engage the services of third-party trusted archives and/or participate in collaborative archiving endeavors to exercise Licensee’s rights under this section of the Agreement. Licensor agrees to cooperate with such archiving entities and/or initiatives as reasonably necessary to make the Licensed Materials available for archiving 15 purposes. Licensee may perpetually use a third-party trusted system or collaborative archive to access or store the Licensed Materials, so long as Licensee's use is under the same terms as this Agreement. In the event the Licensor discontinues or changes the terms of its participation in a third-party archiving service, the Licensor shall notify the Licensee in advance, and shall in good faith seek to establish alternative arrangements for trusted archiving and perpetual access to the Licensed Materials.	N/A	The Licensee may terminate this Agreement without penalty if sufficient content acquisitions funds are not allocated to enable the Licensee, in the exercise of its reasonable administrative discretion, to continue this Agreement. In the event of such financial circumstances, Licensee agrees to notify licensor of the intent to terminate the Agreement as soon as is reasonably possible, but in any case, no less than [enter a mutually agreeable number of days] prior to next payment date.	N/A	N/A	N/A	Licensee and Authorized Users may use, with appropriate attribution, a reasonable amount of the Licensed Content, including but not limited to text, audio, video, figures, tables, and illustrations in the preparation of electronic reserves, course packs, or other educational materials.	N/A	N/A	N/A	ASERL believes libraries must provide consistent, reliable access to resources for faculty and students to support their scholarly and research activities over the long term. In the digital environment, it is vital that institutions invest in an enduring core collection that is accessible regardless of evolving vendor business models and/or technology platforms. Content licenses should provide perpetual access rights to licensed content wherever possible. If hosting fees are required, these amounts should be strictly defined and limited as much as possible.
11	Canadian Research Knowledge Network	"Licensor shall collect Usage Data according to the most recent release of the Project COUNTER Code of Practice and specify such reporting in Schedule 5. Such Usage Data shall be compiled in a manner consistent with applicable privacy and data protection laws and as may be agreed between the parties from time to time, and the anonymity of individual users and the confidentiality of their searches shall be fully protected. In the case that the Licensor assigns its rights to another party under clause 11.3 [Assignment and Transfer], the Licensee may at its discretion require the assignee either to keep such usage information confidential or to destroy it. Licensor shall disclose to the Licensee and each Member such Usage Data relating to the Licensee or Member as requested, provided that the disclosure of such data fully protects the anonymity of individual users and the confidentiality of their searches, and is not contrary to applicable privacy laws. Licensee and Members are permitted to share Usage Data. The Licensor shall not disclose or sell to other parties Usage Data about the Licensee, Members, or Authorized Users without the Licensee’s and the Members’ permission. The Licensor will not, without the prior written consent of the Member and Authorized Users, or as otherwise permitted by the applicable privacy legislation – such as the Freedom of Information and Protection of Privacy Act – transfer any personal information of any Authorized Users to any third party or use it for any purpose other than as described in this License Agreement. "	Members and Authorized Users may apply automated tools and processes to the Licensed Materials for the purposes of textual analysis and visual mapping of textual and/or statistical relationships within the context of scholarship, research, and other educational purposes. Members and Authorized Users may 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, Members, 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, Member, or Authorized User request the Licensor to deliver or otherwise prepare copies of the Licensed Materials for text and data mining purposes, any fees charged by the Licensor shall be solely for preparing and delivering such copies on a time and materials basis.	Authorized Users may provide, by paper or electronic means, a single copy of an individual document being part of the Licensed Materials to a colleague who is not an Authorized User for Scholarly and Educational Use, but in no case for Commercial Use.	In respect of any Licensed Material of which the author is affiliated with a Member, the Licensor will allow such author to archive or deposit a post-print, peer-reviewed version of such Licensed Material as accepted for publication in institutional, subject-based, national, or other Open Access Repository Services or archives.	Online services designed to preserve and provide open access to journal article reprints or preprints, audio, video and other media, and/or digital data. Repositories may be maintained by, but not limited to, an author’s employing institution, an academic consortium, a discipline-based entity, or a governmental funding agency.		Upon termination of this License Agreement, Licensor will provide continued access to the Licensed Materials for which Perpetual Access was granted in this License Agreement. The means by which Authorized Users shall have access to such Licensed Materials shall be in a manner and form substantially equivalent to the means by which access is provided during the term of this License Agreement, with provisions for ensuring forward compatibility with new technologies.	N/A	N/A	Licensor shall provide third-party vendors of Discovery Services, on an ongoing and timely basis, with as comprehensive content for indexing as possible, including citation metadata (including subject headings and keywords), abstracts, and full-text, to facilitate optimal discovery of the Licensed Materials for the benefit of Authorized Users	See "data mining".	Members may create persistent links to Licensed Materials for access by Authorized Users from within Secure Networks.	A collection or compilation, in print or electronic form, of scholarly materials (e.g. book chapters, journal articles) assembled by a Member for use by students in a class for the purpose of instruction.	Terms and conditions relating to Licensed Materials that the Licensor requires Authorized Users to accept by clicking a button or hyperlink in order to gain access on the Platform.	Licensor shall offer installation support to the Licensee and each of the Members, including assisting with the implementation of any Licensor software. Licensor will provide appropriate training to Licensee and Member staff relating to the use of the Licensed Materials and any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Members in use of the Licensed Materials, including providing help files and other appropriate user documentation in connection with the use of and access to Licensed Materials. Licensor 8 will, at a minimum, make its personnel available by email, telephone or via the Web, or in person during Licensor’s regular business hours, Monday through Friday, for training and user access support.	N/A	6.12.2 WITHDRAWAL OF MATERIALS Subject to clause 6.12.3 [Transfer of Ownership of Licensed Materials], Licensor reserves the right at any time to withdraw from the Licensed Materials any item or part of an item for which it no longer retains the right to publish and for which Licensor has been unable to meet the requirements of clause 5.1 [Licensor Representations], or any item or part of an item for which Licensor has reasonable grounds to suspect infringement of copyright or defamation. If the withdrawn material represents more than five per cent (5%) of the Licensed Materials then available under this License Agreement, Licensor shall make a pro rata refund of part of the Fee to Licensee, taking into account the amount of material withdrawn and the remaining unexpired portion of the subscription period as outlined in Schedule 1. If any Licensed Materials are permanently removed from Licensor’s Platform, Licensor shall make a permanent note or mark indicating that such Licensed Materials were removed and providing sufficient explanation as to the reasons for its removal. 6.12.3 TRANSFER OF OWNERSHIP OF LICENSED MATERIALS If Licensor sells or otherwise transfers all or any part of the Licensed Materials, Licensor will take such steps as are necessary to ensure that Licensee’s and the Members’ rights and access to such Licensed Materials under this Agreement, including any Perpetual Access rights, are maintained and continue uninterrupted by such sale or other transfer. Licensor will comply with the UKSG Transfer Code of Practice in connection with any sale or other transfer of Licensed Materials that constitute journals.
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