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licensing [2013/07/17 12:55] cturner |
licensing [2019/01/17 16:53] (current) cturner |
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| - An electronic resources librarian must review the publisher's/vendor's terms and conditions, looking for their adherence to [[http://nerl.org/nerl-documents/nerl-negotiating-principles-adopted-june-2011|NERL's Licensing Principles]], as well as required provisions of UMass licenses - see below. | - An electronic resources librarian must review the publisher's/vendor's terms and conditions, looking for their adherence to [[http://nerl.org/nerl-documents/nerl-negotiating-principles-adopted-june-2011|NERL's Licensing Principles]], as well as required provisions of UMass licenses - see below. | ||
| - If any terms in the license are problematic (there's usually something), the librarian requests modifications from the publisher, making suggested changes either in the license document itself or in email. Negotiations ensue until the librarian is satisfied with the terms. | - If any terms in the license are problematic (there's usually something), the librarian requests modifications from the publisher, making suggested changes either in the license document itself or in email. Negotiations ensue until the librarian is satisfied with the terms. | ||
| - | - The license must then be reviewed by university counsel. The librarian will send a copy of the license to Brian Burke ([[bwburke@admin.umass.edu]]) with basic information about the product and a terms modified as a result of previous negotiations. Adding a "response requested by" date may help move the process along. | + | - The license must then be reviewed by university counsel. The librarian will submit a form with a copy of the license to the University Counsel legal team ([[https://www.umassp.edu/general-counsel/legal-advice-request-form]]) with basic information about the product and a terms modified as a result of previous negotiations. Adding a "response requested by" date may help move the process along. |
| - University counsel will either respond with recommendations for further changes, note where a business decision may be made, or deem the license legally acceptable. The librarian will then request further changes with the publisher, or forward it to the Associate Director for Collections Services to make a decision about the acceptability of the business risk. | - University counsel will either respond with recommendations for further changes, note where a business decision may be made, or deem the license legally acceptable. The librarian will then request further changes with the publisher, or forward it to the Associate Director for Collections Services to make a decision about the acceptability of the business risk. | ||
| - | - If and when the license is deemed legally acceptable or of an acceptable business risk, the librarian should request two clean, original, signed copies from the publisher. (Preference is for original signed copies from publisher over faxed/scanned copies.) Send these to the university counsel's office who will forward it to the University's signatory authority for signature on two copies. | + | - If and when the license is deemed legally acceptable or of an acceptable business risk, the librarian should request a clean copy from the publisher. Send this copy, with the message of approval from the university counsel, to Lynn Picard ([[lapicard@provost.umass.edu]]) in Associate Provost Deborah Gould's office with a request that he sign two copies and return them to the library. |
| - The librarian returns one fully executed copy to the publisher. Upon receipt of the full-executed license - signed by both parties - the librarian files it under the publisher in our paper files. | - The librarian returns one fully executed copy to the publisher. Upon receipt of the full-executed license - signed by both parties - the librarian files it under the publisher in our paper files. | ||
| - This completes the licensing process. Invoicing and activation of the product may occur when the license is signed by the publisher. | - This completes the licensing process. Invoicing and activation of the product may occur when the license is signed by the publisher. | ||
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| Desirable terms for all licenses are outlined in: | Desirable terms for all licenses are outlined in: | ||
| * [[http://www.cdlib.org/gateways/vendors/checklist.html|California Digital Library License Agreement Checklist]] | * [[http://www.cdlib.org/gateways/vendors/checklist.html|California Digital Library License Agreement Checklist]] | ||
| - | * [[http://www.library.yale.edu/NERLpublic/licensingprinciples.html|NERL Licensing Principles]]. | + | * [[http://www.cdlib.org/cdlinfo/2017/01/25/cdl-model-license-revised/|California Digital Library Model License]] |
| + | * [[http://nerl.org/nerl-documents/nerl-negotiating-principles-adopted-june-2011|NERL Licensing Principles]] | ||
| + | * [[http://liblicense.crl.edu/wp-content/uploads/2014/11/modellicense2014new1.pdf|LibLicense Model License]]. | ||
| ===== SERU ===== | ===== SERU ===== | ||
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| ===== Suggested Language ===== | ===== Suggested Language ===== | ||
| + | * **Accessibility** - [Licensor] acknowledges and warrants that their Licensed Products, Applications and Services are currently in compliance and during the Term of this Contract shall remain in compliance with all applicable Massachusetts and Federal disabilities laws and regulations, including without limitation the accessibility requirements Massachusetts General Laws c. 151B and Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), its implementing regulations set forth at Title 36, Code of Federal Regulations, Part 1194, and the Commonwealth of Massachusetts Enterprise Accessibility Standards and Web Accessibility Standards. [Licensor] agrees to promptly respond to, resolve and remediate any complaint regarding accessibility of its Licensed Products or services in a timely manner and provide an updated version to Licensee at no cost. Licensee reserves the right to request, from [Licensor], a timeline by which accessibility standards will be incorporated into the Licensed Products, Applications and Services and [Licensor] shall provide such a timeline within a commercially reasonable duration of time. [Licensor] further agrees to indemnify and hold harmless Licensee from any claims arising out of its failure to comply with the requirements of this section. Failure to comply with these requirements shall constitute a material breach of this Contract and shall be grounds for termination of this Contract by Licensee upon written notice to [Licensor]. These warranties will not apply if the Licensed Products, Applications, and Services are: (i) modified or altered in any way (other than by [Licensor] or with the specific prior written consent of [Licensor]); (ii) not updated with the corrections, patches, fixes, updates, improvements or enhancements that [Licensor] may make available from time to time; (iii) used in any manner or for any purpose not specifically permitted by this Contract. | ||
| * **Warranty** - Licensor represents and warrants that it has the right and authority to make the licensed materials available pursuant to these terms and conditions, and that providing the licensed materials to Licensee does not infringe upon any copyright, patent, trade secret, or other proprietary right of any third party. | * **Warranty** - Licensor represents and warrants that it has the right and authority to make the licensed materials available pursuant to these terms and conditions, and that providing the licensed materials to Licensee does not infringe upon any copyright, patent, trade secret, or other proprietary right of any third party. | ||
| * **Publisher Indemnification** - Licensor will indemnify and defend at its expense, any action brought against Licensee based on a claim that materials furnished hereunder and used within the scope of this Agreement infringe any patent, copyright, or other rights of third parties, and Licensor will pay any costs, damages, and attorney’s fees awarded against Licensee provided Licensee notifies Licensor promptly and in writing of such action or claim and permits Licensor to fully participate in the defense thereof and to agree to any settlement. Should the materials furnished under this Agreement become, or in the Licensor’s opinion be likely to become, the subject of a claim for infringement, Licensor may authorize the continued use, replacement, removal or modification of such data to make it non-infringing. | * **Publisher Indemnification** - Licensor will indemnify and defend at its expense, any action brought against Licensee based on a claim that materials furnished hereunder and used within the scope of this Agreement infringe any patent, copyright, or other rights of third parties, and Licensor will pay any costs, damages, and attorney’s fees awarded against Licensee provided Licensee notifies Licensor promptly and in writing of such action or claim and permits Licensor to fully participate in the defense thereof and to agree to any settlement. Should the materials furnished under this Agreement become, or in the Licensor’s opinion be likely to become, the subject of a claim for infringement, Licensor may authorize the continued use, replacement, removal or modification of such data to make it non-infringing. | ||
