Royal Pharmaceutical Society of Great Britain

DATED30 JULY 2009

Royal Pharmaceutical Society of Great Britain

and

XXXXXX

______

Online Journals Subscription

______

DATE: 30 July 2009

PARTIES:

(1)RPS Publishing, the publishing organisation of theRoyal Pharmaceutical Society of Great Britainof 1 Lambeth High Street, London, SE17JN, in the United Kingdom (“RPS”).

(2)XXXXXXXXX of [insert registered address] (“Licensee”).

INTRODUCTION:

(A)RPS has created a web resource made up of individual electronic Licensed Materials either created by it, joint published with a third party, or licensed to it from third parties.

(B)Licensee wishes to have access to parts of this web resource in accordance with the provisions of this Agreement.

AGREEMENT:

1.Interpretation

1.1In this Agreement, unless the context otherwise requires, the following terms have the following meanings:

Authorised Users / Bona fide faculty members, full-time and part-time students, researchers, staff members, librarians, executives or employees of the Licensee, or contractors engaged by the Licensee, provided that such contractors have been informed of and agreed to abide by this Agreement terms and conditions and they access the Licensed Materials via the Licensee’s Secure Network. Walk-in Users from the general public or business invitees may also be permitted by the Licensee to access the Licensed Materials from designated terminals within with a Licensee-controlled IP address. For the avoidance of doubt, these designated terminals shall be physically located in libraries or similar physical premises directly controlled by the Licensee.
Effective Date / The date the Licensee is given access to the Licensed Materials.
Intellectual Property / Patents, patentable rights, copyright, registered and unregistered design rights, trade marks (whether or not registered), trade names, rights in inventions, rights in data, database rights, rights in know-how and confidential information and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action).
Order Confirmation / The order confirmation given by RPS to the Licensee which sets out:
(i)the Licensed Material(s) to which the Licensee is to be given access;
(ii)the subscription period;
(iii)the subscription fee;
(iv)the number of Authorised Users.
Licensed Materials / Individual titles contained within the Website and ordered by the Licensee as specified in Schedule 3.
Secure Network / A network only accessible to Authorised Users whose identity is authenticated at the point of access, either by IP range, by username and password, or by another agreed authentication mechanism.
Single Site / A single contiguous geographic region from withinwhich the Licensee's Authorised Users andpublic visitors can access the Licensed Materials over asecure network. A typical single site would have asingle billing address for all subscription purchases but may include more than one physical library as well as remote access via the Licensee's Secure Network.
Subscription / A subscription to one or more of the Licensed Materialsas specified in the Order Confirmation.
Subscription Fee / The fee notified to Licensee by RPS or its representatives in respect of Licensed Materials ordered by the Licensee.
Subscription Period / The subscription period set out in the Order Confirmation.
Website / The site at:
Website Terms / The provisions which apply to the Website, a copy of which appears on the Website.

1.2The introduction to and headings in this Agreement are for ease of reference only and will not affect its interpretation.

2.Grant of Licence

2.1RPS grants Licensee a non-exclusive, non-transferable licence as set out in Schedule 2.

2.2The Licenseewillhave no rights in or to the Licensed Materials other than the rights specifically granted in this Agreement and the Order Confirmation and all rights not expressly granted to the Licensee are reserved toRPS.

2.3The Licensed Materials may only be used for Licensee’s own purposes by Authorised Users as defined in Clause 1.1 above at a Single Site via a Secure Network, and may only be accessed or used by the number of users specified in the Order Confirmation.

3.Obligations of the Licensee

3.1The Licenseewill keep all information provided by RPSwhich allowsLicensee to access the Website (for example, but without limitation, Licensee’s subscription number and access details) confidential and will not disclose them to any person not entitled to access the Licensed Materialsunder this Agreement.

3.2The Licensee will make reasonable efforts to distribute these terms and conditions to Authorised Users to make them aware of the Permitted Uses as specified in Schedule 1. The Licensee will take steps to protect the Licensed Materials under this Agreement.

3.3For the avoidance of doubt, the Licensee must contact RPS and seek a supplementary licence (which may contain additional terms and conditions to these) before increasing the number of Authorised Users.

3.4The Licenseewillprovide all assistance reasonably requested byRPSor its representatives to determine the Licensee’s compliance (or the extent of the Licensee’s non-compliance) with the provisions of this Agreement. For the avoidance of doubt, the Licensee acknowledges that RPSmay be remotely monitoring its use of the Website.

3.5The Licensee agrees to abide by the Website Terms.

4.Obligations of RPS

4.1RPSwill:

4.1.1promptly on receipt of payment, provide to the Licensee all information necessary to access the Licensed Materials via the Website;

4.1.2 endeavour to ensure that its server or servers have sufficient capacity, bandwidth and rate of connectivity to provide the Licensee with a quality of service comparable with the current standards in the online information provision industry;

4.1.3endeavour to restore access to the Licensed Materialsas soon as possible in the event of an interruption or suspension of availability.

4.2RPS may periodically update the Licensed Materials on the Website.

4.3RPS user statistics are counter compliant and can be provided by RPS on request.

4.4RPS may deny access by the Licensee to the Website if the Subscription Fee has not been paid.

5.Intellectual Property

5.1All Intellectual Property in the Licensed Materials is and will remain the property of RPS, its co-publishers or licensors. The Licenseewill not modify or remove any disclaimers or Intellectual Propertynotices placed on the Licensed Materials.

5.2The Licensee will inform RPS immediately upon becoming aware of any unauthorized use of the Licensed Materials and take appropriate steps to ensure that such activity ceases and to prevent any recurrence.

6.Fees and Payment

6.1Licenseewill pay RPSthe Subscription Fee (which is subject to the addition of applicable taxes) in the currency stated on the Order Confirmationbefore being granted access to the Licensed Materials, unless otherwise agreed.

6.2Any amount not paid when due may be subject to a late payment fee equal to the lesser of 1,5% of the unpaid amount per month, or the maximum rate allowed by law, unless otherwise advised. Failure to pay the entire amount when due may also result in RPS or its representatives denying access to the Licensed Materials.

7.Warranties, Indemnities and Limitation of Liability

7.1RPS warrants that:

7.1.1it has the right to enter into this Agreement and is entitled to grant the rights granted in this Agreement;

7.1.2as far as it is aware, the Licensed Materials do not and will not contain any material which is obscene or defamatory or which infringes the Intellectual Property of any third party;

7.1.3the information contained in the Licensed Materialshas been obtained from what it believes are reliable sources.

7.2The warranty set out in clause 7.1 is in lieu of all other warranties, terms and conditions whether implied by or arising under statute or common law, custom, trade usage, course of dealing between the parties, or otherwise, all of which are excluded to the fullest extent permitted by law.

7.3The Licensed Materials are provided on an ‘as is’ and ‘as available’ basis and accordingly RPS does not in particular give any warranty or make any representation that:

7.3.1the Licensed Materials will be suitable for any particular requirement of the Licensee or for any particular use by the Licensee; or

7.3.2RPS’s online service will operate error free or without interruption or that any errors will be corrected; or

7.3.3the Licensed Materials are complete, accurate or up to date.

7.4Nothing in this Agreement will operate to limit or exclude RPS's liability for death or personal injury resulting from fraud or any liability which cannot be excluded by applicable law.

7.5Subject to clause 7.4, the maximum liability of RPS under or in connection with this Agreement in relation to any single event or series of connected events will not exceed 125% of the sums paid to or payable to RPSunder clause 6 by Licensee during the Subscription Period.

7.6Subject to clause 7.4, RPS will not be liable to the Licensee for any of the following: loss of profit, earnings, business or goodwill; damage to reputation; or any indirect, punitive, special or consequential losses, damages, costs, expenses or other claims which arise directly or indirectly from the subject matter of this Agreement.

8.Subscription Period and Termination

8.1This Agreement will commence on the Effective Date andwill continue until expiration of the Subscription Period specified in the Order Confirmation unless terminated earlier asherein provided.

8.2Either party will have the right to terminate this Agreement immediately at any time by notice to the other if:

8.2.1the other party breaches or fails to perform any term of this Agreement; or

8.2.2the other party: (a) is insolvent under the laws of the country in which it is incorporated; (b) has a receiver or manager or equivalent appointed to manage its business or assets; or (c) is the subject of any steps to wind it up for any reason other than the reorganisation of the group of companies to which it belongs (if applicable).

8.3Either party will have the right to terminate this Agreement by giving to the other party:

8.3.17 days’ notice in writing if the other party commits any material or persistent breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed within 30 days after the receipt of a written request to remedy the same;

or

8.3.230 days’ notice without cause.

9.Effect of Termination

9.1On termination of this Agreement for any reason:

9.1.1 all rights and obligations of the parties under it (other than any accrued rights of action and liabilities or obligations which expressly or by implication are to come into or continue in force on or after termination of this Agreement) will automatically cease and terminate; and

9.1.2RPS shall provide continuing access for Authorised Users to that part of the Licensed Materials that was published and paid for by the Licensee during the Subscription Period.

9.2No part of the Subscription Fee already paid will be repayable to the Licensee.

10.Notices

10.1Any notice required or permitted to be given under this Agreement shall not be binding unless in writing and sent to the party to be notified by post or by electronic mail or facsimile transmission at its address as set out above or as otherwise notified in accordance with this clause.

10.2Notice sent by post shall be deemed given at the commencement of business of the recipient on the second business day following its posting.

10.3Notice sent by electronic mail or facsimile transmission shall be deemed given at the time of its actual transmission provided that the sender does not receive any indication that the electronic mail message or facsimile transmission has not been successfully transmitted to the intended recipient.

10.4In any event, and without affecting the validity of a notice provided in accordance with this clause, the recipient of the notice is required to promptly confirm receipt of the notice using the same method by which the notice was provided.

11.General

11.1Nothing in this Agreement will create or be deemed to create a partnership between the parties and neither party will have the right or authority to bind or to make any representation or warranty on behalf of the other which is not expressly authorised by this Agreement.

11.2The Licensee may not assign the benefit or burden of this Agreement or any part of it without the written permission of RPS. RPS may assign any or all of its rights and obligations under this Agreement.

11.3The delay, omission or forbearance by a party to this Agreement in enforcing any of its provisions or the granting of time to the other party will not prejudice, affect or restrict the rights, powers or remedies of the first party, nor will any waiver (express or implied) by the first party operate as a waiver of, or consent to, any subsequent or continuing breach by the second party of its obligations under this Agreement.

11.4If any government department, court or other body in authority, finds any of the provisions in this Agreement to be unenforceable or unlawful (whether under Articles 81 or 82 of the Treaty of Rome, the provisions of the UK Competition Act 1998 or under any re-enactment of either or otherwise) either party may require a reasonable amendment to this Agreement to ensure that this Agreement is enforceable and lawful. If this Agreement is not capable of such amendment, the offending provision will be deemed to be deleted from this Agreement and the remaining provisions will continue in full force and effect.

11.6This Agreement and the documents referred to in it (if any) together constitute the entire agreement between the parties in relation to its subject matter and supersede all prior agreements and dealings relating to such subject matter (including, without limitation, the terms of any purchase order, trial agreement or similar instrument relating to the Licensed Materials)provided that nothing in this Agreement will operate to limit or exclude either party’s liability for any fraudulent statement, act or omission.

11.7This Agreement will be governed by and construed according to the laws of England and the parties submit to the non-exclusive jurisdiction of the English Courts.

IN WITNESS of which the authorised signatories of the parties have signed this Agreement on the date first written above.

For and on behalf of
Royal Pharmaceutical Society of Great Britain / For and on behalf of
[INSERT LICENSEE'S NAME]
______
signed / ______
signed
______
print name / ______
print name
______
job title / ______
job title
______
date / ______
date

Schedule 1

Permitted Use

1.References to ‘Authorised Users’ in this Agreement, means the categories of persons associated with the Licensee as defined in Clause 1.1 of this Agreement.

2.The Licensee and its Authorised Users may:

(a)search, view, retrieve and display the Licensed Materials;

(b)make temporary electronic local copies of individual articles or items of the Licensed Materials;

(c)print off a copy of parts of the Licensed Materials;

(d)incorporate links to the Licensed Materials on the Licensee’s intranet;

(e)incorporate links to the Licensed Materials in coursepacks, reserves and course management systems for use in connection with classroom instruction;

(f)supply (by post, fax or secure transmission) a single copy of an individual document from the Licensed Materials to users at other non-commercial libraries as part of the practice of interlibrary loan;

(g)make such back-up copies of the Licensed Materials at the Licensee’s site;

as are reasonably necessary and always for the Licensee’s internal purposes and in each case for non-commercial use only during the Subscription Period and in accordance with terms and conditions set out in this Agreement. At no stage must copies be made of a substantial part of the data.

1. Except to the extent specifically provided in this Agreement, the Licensee will not, and will not allow the Authorised Users to:

(a)exploit the Licensed Material for Commercial Use;

(b)modify, adapt, merge, translate, reverse-engineer, decompile or disassemble the Licensed Material;

(c)remove, obscure or alter authors’ names, the copyright notices or disclaimers as they appear in the Licensed Materials;

(d)create derivative works from the Licensed Materials or combine them with other material;

(e)substantially or systematically reproduce, retain or redistribute the Licensed Materials in print or on any electronic network other than the Secure Network;

(f)incorporate all or part of the Licensed Materials in coursepacks, reserves and course management systems without the prior written permission of RPS.

Schedule 2

Licensed Materials:Journal of Pharmacy and Pharmacology (JPP)

International Journal of Pharmacy Practice (IJPP)

Focus on Alternative and Complementary Therapies (FACT)

Number of Users:[insert]unlimited concurrent academicusers

Subscription Fee:[insert]

Effective Date:[insert] 2009

Expiry Date:[insert]

Delivery:Internet Access via the following IP ranges:

[insert]

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