Preconference Wednesday, Nov. 3, 9:00 AM Negotiating plays a major role in library administration and operation: negotiating for a share of scarce personnel and financial resources; developing contracts with vendors and suppliers; and liaising effectively in cooperatives and other common interest groups. Join a seasoned group of library and information industry negotiators who will share their experience in defining objectives, devising strategies, and measuring success in negotiations.

1. Negotiating with Vendors:
Being Prepared
2010 Charleston Conference
Licensing Electronic Content

2. 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 specific
terms/conditions/issues

3. 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

4. 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”)

5. Preparations: Your Institution
 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 you hold the content (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 – up-to-the-minute up-to-date)
 Know IP number(s) of your proxy server
 Know your internal selection/licensing process
 Do you prefer to pay directly or via an agent?
 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 to which Shibboleth federation your institution belongs (if any)
 Know your link resolvers

6. Preparations: Your Vendor
 Confirm if/where content exists online
 Preview providers license/terms and conditions
 Business/sales issues may be in different document from
terms/conditions
 May have different licenses/terms for books and journals
 Watch out for click-throughs
 Will they bill through your subscription agent(s)?
 Find out who has final say over prices, terms (know their process)
 Get contact names
 Primary and back up
 May be different contacts for tech support, customer service, etc

7. Use
 Content swaps/cancellations permitted?
 Course packs/e-reserves?
 Fair Use: addressed to your satisfaction?
 ILL requirements (email? print? print/fax?)
 MARC records supplied?
 Reduced fees for non-subscribed materials?
 Rent to own?
 Statistics
 COUNTER-compliant? SUSHI?

8. Access
 Authentication
 IP ranges vs passwords
 Concurrent use restrictions
 More common in database agreements than primary content licenses
 Devices: are there restrictions on downloading to readers?
 DRM (more frequently encountered in e-book orders)
 License vs purchase
 Point of access
 Who controls access/data – publisher or third party host?
 Post-cancellation rights
 Via local media or servers? Third parties? Publisher’s website?
 Proxy servers permitted?
 Important for remote access

9. Legalese
 Breaches (resolution, remedies)
 Confidentiality
 Definitions
 Governance
 Indemnity clauses
 Notification
 Obligations
 Term
 Termination
 Warranties/representations

10. Final Observations
 Negotiations require information and patience
 Understanding your institution’s/group’s strategy/needs regarding e-
content
 Know what’s negotiable – and 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 shouldn’t be acrimonious or personal
 Don’t be afraid to ask or explanations of anything
 “If you don’t ask, you don’t get” (attributed to Gandhi)

11. Some resources
http://www.licensingmodels.com
http://www.licensingdigitalcontent.blogspot.com
http://www.library.yale.edu/~llicense/index.shtml
“A Licensing Survival Guide for Librarians”
http://www.informaworld.com/10.1080/15424060902932201

12. Contact Information
Adam Chesler
Alexandria, VA
Mobile Telephone: 571-CHESLER
(571-243-7537)
E-Mail: adam.chesler@cox.net