Received Tue 15/11/2016 2:06 PM

Contract form for supply of products to consortium of academic institutions

The Chancellor, Masters, and Scholars of the University of Cambridge of University Printing House, Shaftesbury Road, Cambridge, CB2 8BS, trading as Cambridge University Press (“Cambridge” or “Licensor”) agrees to supply the Consortium named below (“Licensee”) certain online products on the terms set out in this contract form and the current “Licence Terms for Consortium”, as attached.

Licensee
Consortium Name / Contact
Name / Council of University Librarians (CAUL) / Diane Costello
Address / PO Box 8169 Australian National University ACT 0200
Australia
Telephone / +61 2 6125 2990
Email /

Subscription Products

Package Name / Subscription Period / Annual Subscription Fees
1 / Cambridge Journals Online (Full Package)
2 / Cambridge Companions Online (Literature & Classics)
3 / MRS OPL
4 / Africa Bibliography Online
5 / Shakespeare Survey Online
6 / Orlando

Purchased Products

Product Name / Purchase Fees
1 / Cambridge Books Online & University Publishing Online
2 / Ben Jonson Online
3 / Dictionary of Irish Biography Online
4 / Historical Statistics of the United States
5 / Cambridge Journals Digital Archive (2009 Collection)
6 / Cambridge Histories Online
7 / Cambridge Histories Online 2013 update
8 / Cambridge Histories Online 2014 update

For individual Package or Product title lists – see attached spread sheets.

Other

Annual Access Fees and other terms
An annual access fee of £300 applies to Cambridge Books Online, Ben Jonson Online, Cambridge Journals Online, Cambridge Histories Online, Cambridge Journals Digital Archive, and Historical Statistics of the United States. This fee is waived annually as long as the Licensee subscribes to or purchases any online product directly from Cambridge during that year.
Overriding terms (see changes requested appended)
2.5 For the avoidance of doubt, the Licensor confirms that it deposits the Products with Portico or CLOCKKS or a similar service.
3.6 Authorised Users who are members of the Licensee’s faculty or staff may:
3.6.1 download and print out multiple copies of material from the Products for the purpose of making a multi-source collection of information for classroom use (course-pack) to be distributed to students at the Licensee's institution free of charge or at a cost-based fee. Material from the Products may also be stored in electronic format in secure electronic data files for access by Authorised Users who are students at the Licensee’s institution, as part of their course work; and
3.6.2 transmit to a third party colleague, either electronically or printed, a single article or item from the Products for personal use or scholarly, educational, or scientific research. All recipients will be advised that the copies were for their personal use only and not for redistribution or re-sale.
5.3 Licensee shall use all reasonable endeavours to:
5.3.1 ensure Online Access is only granted to Authorised Users via the Secure Network and that access granted to such users ceases on them ceasing to be an Authorised User;
5.3.2 monitor the use of the Products and shall make Authorised Users aware of the Terms of Use;
5.3.3 ensure that all Authorised Users treat all logins, passwords or other Authorised User identification required for Online Access as confidential and do not disclose them to any other person;
5.3.4 ensure that all Authorised Users only use the Products in compliance with the terms of this Agreement; and
5.3.5 and shall promptly notify Licensor on becoming aware of any unauthorised possession or use or other breach of this Agreement and take appropriate action (including disciplinary action) to ensure that such activity ceases and to prevent any recurrence.
14.7 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by pre-paid airmail providing proof of postage at its registered office (if a company) or its principal place of business (in any other case) or sent by e-mail, if to Cambridge at , and if to the Licensee, at the e-mail address on the Contract Form. Any notice shall be deemed to have been duly received: if sent by pre-paid airmail, at 9.00 am on the fifth business day after posting or at the time recorded by the delivery service; if sent by e-mail, at 9.00 am on the next business day after transmission. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

The Licensee confirms that it has read and agrees to the terms set out in this Contract Form and the attached “Licence Terms for Consortium”.

Signed for and on behalf of
Cambridge / Licensee
Signature
Print Name
Date

Furthermore each of the following Consortium Members confirms that it has read this Contract Form and the attached “License Terms for Consortium” and in consideration for access to certain of the Products (as set out above) agrees that:

it shall and shall (as a primary obligation) ensure that its Authorised Users shall only access and use the Products as permitted in these licence terms; and

it shall not and shall ensure (as a primary obligation) that its Authorised Users shall not perform such act or omit to do anything which would cause the Consortium to be in breach of this Agreement.

Signed for and on behalf of
Consortium Member
Name of Consortium Member
Address
Signature
Print Name
Date
Signed for and on behalf of
Consortium Member
Name of Consortium Member
Address
Signature
Print Name
Date
Signed for and on behalf of
Consortium Member
Name of Consortium Member
Address
Signature
Print Name
Date
Signed for and on behalf of
Consortium Member
Name of Consortium Member
Address
Signature
Print Name
Date

Changes to standard terms requested 29/8/16:

the other terms.

Limited “permitted uses”

e.g. links to eReserve (3.1.2) but no printed course packs (which enough of our members still use) – we would like to use the following good example:

Authorized Users who are members of the Licensee’s faculty or staff may download and print out multiple copies of material from Licensed Electronic Products for the purpose of making a multi-source collection of information for classroom use (course-pack) to be distributed to students at the Licensee's institution free of charge or at a cost-based fee. Material from Licensed Electronic Products may also be stored in electronic format in secure electronic data files for access by Authorized Users who are students at the Licensee’s institution, as part of their course work. [Wiley]

or

3.1.2 Supply to Authorised Users, by electronic or other means, copies of one or more individual

items taken from the Licensed Materials. . (from STM Model Licence)

e.g. no mention of ILL – we would like to use the following:

The Licensee’s library staff may supply to another library, upon request by that library, either a single paper copy (by post or fax) or an electronic copy of an individual document from the Licensed Electronic Products, for the purpose of research or private study. The electronic copy must be supplied by secure electronic transmission (like Ariel) and must be deleted by the recipient library immediately after printing a paper copy of the document for its user. [Wiley-Blackwell]

e.g. no mention of scholarly sharing – we would like to use the following:

3.3.6 Transmit to a third party colleague, either electronically or printed, a single article or item

from the Licensed Materials for personal use or scholarly, educational, or scientific research. All recipients will be advised that the copies were for their personal use only and not for

redistribution or re-sale. (from STM Model Licence)

Clause 4.3 (withdraw access due to excessive downloading) can only work if there is 24x7 response at the publisher’s end in order to restore access.

Clause 2.1 and 2.4 re providing a copy when online access is no longer available – is CUP not going to use Portico as a backup option (to provide post termination access?)

Clause 2.3 refers to an annual access fee, which the definition says is going to be set out in the Contract Form at the time of contracting. Just wish to make sure that it is.

Clause 2.4 is somewhat weasely around access to previously licensed content when titles move to a new publisher. It refers to the new publisher and negotiations, but not to the owner of the title (these are usually the ones that transfer). Should be part of all agreements with journal owners, both incoming and outgoing.

Clause 5.3 – in most of the subclauses, it starts with “ensure” – should be “take all reasonable measures to ensure” in the same way that the licensor needs to take all commercially reasonable efforts to ensure ….

Definitions – Products: instead of “as applicable” should be “as detailed in the Contract Form.

Clause 14.7 still refers to hard copy delivery but with delivery times predicated on a national, rather than an international delivery system. Either make it global timing, or leave it out.

Contract Form for Supply of Products to Consortium of Academic Institutions (II)