Charleston Conference 2014

Licensing Electronic Content: Being Prepared

Adam CheslerDirector of Library Relations

Business Expert Press / Momentum Press

What’s a License?

• Sanction granted by one party to another to perform activities that are otherwise not permitted or clearly defined

• Legal instrument establishing rights of BOTH parties

• A contract; an agreement

• Consists primarily of:

‣ A body, with general terms/conditions

‣ Appendixes/Attachments/Schedules/Exhibits

‣ addressing specifics of your agreement

Why Sign A License?

“A verbal contract isn’t worth the paper it’s printed on.”

Samuel Goldwyn

“Trust everybody, but cut the cards.”

Finely Peter Dunne

“Those who trust in chance must abide by the results of chance.”

Calvin Coolidge

Some Other Reasons• To affirm rights/privileges and define limits; to

protect against abuse

• To specifically detail obligations

‣ Traditional law/custom may not cover all relevant issues

‣ Specific allowances may be available, but not defined elsewhere

• License supersedes other instruments (eg, if license prohibits ILL, licensee cannot claim right under “fair use”)

Know Thyself

• Confirm access is necessary

‣ Do you have it via an aggregator, or a consortium?

‣ Is it available for free (eg, Project Gutenberg) and is that platform acceptable?

‣ Do your users prefer print?

• Do you hold current or previously-published volumes, or is it a new order?

‣ May affect back-file access privileges or pricing

• Have IP range on-hand, or where vendors can get it

‣ IP info should be kept up-to-date

‣ Know IP number(s) of your proxy server

• Does your institution use SERU?

• Know your internal selection/licensing process

‣ Do you prefer to pay directly or via an agent? Consortium? By credit card?

‣ Are your subs consolidated or spread out – and how will this be tracked?

‣ Who executes the agreement?

• Have institution’s contact points on hand‣ Billing, technical issues, content decisions, etc

• Know your Shibboleth federation

• Which/how many sites are included?

• Know your link resolvers

Know Thy Vendor

• Confirm if/where content exists online

• Preview providers license/terms and conditions

‣ Sales issues, terms/conditions may be in different documents

‣ May have different licenses/terms for books and journals

‣ Watch out for click-throughs

• Will they bill through your preferred agent(s)? Or consortium/network?

• If thru third party, will any fees be charged back to you?

• Find out who has final say over prices, terms

• Get contact names

‣ Primary and back up

‣ May be different contacts for sales, tech support, customer service, etc

• Does the vendor use SERU?

Permitted Uses

• Upload to course management systems?

‣ Content itself or links?

• Print/download to personal devices?

‣ Limits on number of pages or copies? Duration?

• Satisfy ILL requests (and how?)

‣ Email? Print? Print/Fax?

• Email amongst authorized users?

‣ Content or links?

• Commercial vs non-commercial use

‣ Are additional permissions required?

‣ Walk in use? Alumni?

Service

• MARC records supplied? How?

• Statistics available? How?

‣ COUNTER-compliant? SUSHI? Admin site?

• Notices of downtime

• Participating in discovery services?

• Who answers your questions?

Access

• Authentication

‣ IP ranges vs passwords

• Concurrent use restrictions

‣ Single-user vs multi-user arrangements

• DRM (primarily e-books)

• Back-file access -- included? Or available for an extra fee?

• Long-term access/preservation

‣ CLOCKSS, LOCKSS, Portico

• Post-cancellation rights

‣ Local? Third parties? Publisher’s website? Extra costs?

• Point of access

‣ Who controls access/data – publisher or third-party host?

‣ Still the licensor’s responsibility to ensure uptime/service

• Proxy servers? Referring URLs?

‣ Important for remote access

$$$$$$

• Can you swap out unwanted content for other material?

‣ Reduced fees for adding non-subscribed materials?

• Lease to own? Lease instead of buy? Trial to purchase?

• Different fees for single vs multiple users?

• Perpetual access -- extra?

• Back-files -- included or extra?

• Single titles vs collections

• Multi-site (system/consortial) discounts available?

• Discounts on non-subscribed materials?

Some Legalese

• Breaches (resolution, remedies)

• Confidentiality

• Definitions

‣ What’s a Site? A User?

• Governance

• Indemnity clauses

• Notification

• Obligations

• Term

• Termination

• Warranties/Representations

Final Observations

• Negotiations require information and patience

‣ Know your institution’s/group’s strategy/needs regarding e-content

‣ What’s negotiable? What’s not?

‣ Don’t negotiate piecemeal: think big picture

‣ Be aware of the vendor’s requirements/objectives

• Goal is a MUTUALLY-agreeable license

‣ Negotiations don’t have to be acrimonious and shouldn’t be personal, even if they are adversarial

• Don’t hesitate to ask for explanations or alternatives because…

Negotiating Advice

“If you don’t ask, you don’t get.”

attributed to Gandhi

“You miss 100% of the shots you don’t take.”

Wayne Gretzky

Some resources

http://www.licensingmodels.com

http://www.niso.org/workrooms/seru

http://www.licensingdigitalcontent.blogspot.com

http://www.licensingdigitalcontent.blogspot.com

“A Licensing Survival Guide for Librarians”

http://www.informaworld.com/10.1080/15424060902932201

National Network of Libraries of Medicine

http://nnlm.gov/mar/rsdd/elicense.html

Contact Information

Adam Chesler

Director of Library RelationsBusiness Expert Press / Momentum Press

(571) 243-7537adam.chesler@businessexpertpress.com

adam.chesler@momentumpress.net