Joint Information Systems Committee & Publishers Association Working Party
Proposed 'Model Licence' Between UK Universities and Publishers July 1997


[If you wish to comment on this licence model, please email Martin Metcalfe, m.metcalfe@hefce.ac.uk]

THIS AGREEMENT is made the day of 199
BETWEEN
INSERT FULL CONTRACTUAL NAME AND ADDRESS OF PUBLISHER OR PUBLISHERS ("[together] the Publisher") (1)
AND
INSERT FULL CONTRACTUAL NAME AND ADDRESS OF INSTITUTION OR INSTITUTIONS ("[together] the Licensee") (2)

WHEREAS
(A)The Publisher has the right to license the rights granted under this Agreement to use the Electronic Material
(B) The Licensee wishes to use the Electronic Material to give access from the Site to On-Site Users [and Off-Site Users] and the Publisher has agreed to grant the Licensee the Rights in the Territory in accordance with the terms and conditions of this Agreement.

DEFINITIONS

(1)In this Agreement and the Recitals the following words shall, where the context permits, have the following meanings:

"the Accounting Dates"
the end of each Quarter
"Authorized Users"
together Off-Site Users and On-Site Users. Off-Site Users and On-Site Users will automatically cease to be Authorized Users if and when they cease to be part of the academic, library, research, or equivalent staff of the Licensee, or cease to study at the Licensee
"Authorization Stamp"
the notice in the format set out in Schedule 2 Part II which is to be endorsed by or on behalf of the Licensee on every page of Printed Off Material
"CD-ROM"
compact disc read only memory
["Central Server(s)"
the central computer or computers located at the Site from which access to the Electronic Material will be given by the Licensee to Authorized Users via the Secure Network(s). [The Internet Protocol (IP) addresses of the Authorized Users who will access the Electronic Material from the Central Server(s) and/or Network(s) are listed in Schedule 6]]
"the Commencement Date"
{either}
[the date of supply by the Publisher of [the last to be supplied of] [the Printed Source Material] [the Copyright Management Software] [ the Electronic Fixed Format Material] [access to the Electronic Online Material] provided that if there is any delay on the part of the Publisher in making such supply which is attributable to the fault (without just cause) of the Licensee then the Commencement Date shall be deemed to be the date on which the supply would have been made by the Publisher had there been no such default on the part of the Licensee] {or}
[the date of payment by the Licensee of the Fee [and Off-Site User Fee] provided that there is any delay on the part of the Licensee (through no fault of the Publisher) in making such payment then the Commencement Date shall be deemed to be the date on which such payment should have been made under the provisions of this Agreement]
{The Licence period can commence on the Effective Date, the date of signature of the agreement, or on the Commencement Date. Two alternative definitions of the Commencement Date are set out above. The first provides that the Commencement Date is the date when the Publisher supplies, or should have supplied, materials it is obliged to provide under the Agreement. The alternative is that the Commencement Date is the date on which the Licensee pays or should have paid the Fees due. The wording is intended to ensure that the Publisher cannot erode the Licence Period by delaying delivery, and the Licensee cannot extend the Licence Period by delaying payment. (The definitions presuppose that neither party has availed itself of any right of termination following a failure to supply or failure to pay as the case may be).}
"Commercial Use"
[external] use for the purposes of monetary reward (whether by or for the Licensee or an Authorized User) by means of the sale, resale, loan, transfer, hire or other form of exploitation of the Electronic Material. For the avoidance of doubt Commercial Use does not cover use by the Licensee or by an Authorized User of the Electronic Material in the course of research funded by a commercial organization
"the Copyright Notice"
the notice set out in Schedule 2 Part I
"Copyright Management Software"
the applications software specified in Appendix II the function of which is to meter Usage {and add as appropriate} The Copyright Management Software is to be [provided by the Publisher and] [obtained and] used by the Licensee to fulfil its reporting and payment obligations under this Agreement
"Coursepack"
a collection of literary [and/or artistic] material planned and systematically copied to support a module or course of study
"Data Capture"
the conversion of the Printed Source Material into and storage in machine-readable form [and the [tagging] [and] [indexing] of the converted text]
"Digitised Material"
the output held in machine readable form from the Data Capture process
"Disclaimer"
any notice appearing in the [Printed Source Material] [Electronic Fixed Format Material or] [Electronic Online Material in relation to an Item [or part of an Item] which is intended either to alert the reader [end user] that the Publisher, editor, and/or authors do not make any representation or warranty as to, or accept responsibility for the accuracy, currency, or completeness of the content of the Item [or part] and/or to alert the reader [end user] of the need to seek independent verification of the facts or procedures described in the Item
"the Effective Date"
the date of this Agreement
"the Electronic Fixed Format Material"
the material listed in Schedule 3 Part I to be supplied by the Publisher in [consideration of the [Royalty] [Fee] in the format [and at the price] specified in Schedule 3 Part I
"the Electronic Material"
together the Electronic Fixed Format Material, the Electronic Online Material and the Digitised Material
"the Electronic Online Material"
the material listed in Schedule 3 Part II to be supplied by the Publisher electronically online [in consideration of the [Royalty] [Fee] [as part of the Service] together with the Proprietary Software
"Fee"
the [annual] [one off] fee payable by the Licensee pursuant to the provisions of Clause 6 in consideration of the grant by the Publisher of the Rights
"Fixed Format"
the physical carrying medium on which Electronic Material is to be supplied by the Publisher to the Licensee [or on to which Authorized Users can, strictly in accordance with the grant of Rights, download Electronic Material], namely [floppy disk 3.5" or 5.25"] [magnetic tape] [CD-ROM]
"Generic Software"
the software listed in Appendix 1 which is needed to access the Electronic [Online] Material and/or to distribute it over networks the copyright and other Intellectual Property and proprietary rights in which software are vested in the third party or parties detailed in Appendix I
"Intellectual Property"
copyright, patents registered and unregistered, design rights registered and or intellectual property rights existing in any jurisdiction and all rights to apply for the same
"Item"
a component part of the Electronic Material being [a book] [a chapter] [an article] [an abstract] [a table of contents] or any combination of the foregoing
{The definition of Licence Period is drafted to give as many options as possible. It can commence on the Effective Date, the date of signature, or on the Commencement Date. It can run for a fixed period, or until the happening of a given event. It can be for a fixed period, or until a given event, and then continue afterwards until terminated by notice}
"Licence Period"
[a period of {insert number} years from [the Effective Date] [the Commencement Date] {or} [the period commencing on [the Effective Date] [the Commencement Date] and ending on {insert date or the happening of a particular event e.g. the publication of the last issue to be released in a volume year} [and thereafter until terminated by either party giving to the other no less than [6] months' notice of termination] [to expire on] {insert date} [31 December 19 ] [or any subsequent 31 December]]
"the Network(s)"
any electronic communication between two or more computer terminals linked together through computer software and/or telecommunication satellite cable or broadcasting services or through any other medium now known or hereinafter invented
"Off-Site User"
an individual:
  1. who is employed or engaged under contract as part of the academic, library, research, or equivalent staff of the Licensee (whether on a temporary, permanent, or visiting, basis), but whose functions are not carried out at the Site, or who is studying at the Licensee, but not at the Site and
  2. whom the Licensee wishes to authorize to have access to the Electronic Material and
  3. who has been issued by the Licensee with a password [and registered with the Publisher as an individual user] [under the Subscription Number] and
  4. who can access the Electronic Online Material via a [modem] link to [a valid IP address on] the Licensee's Secure Network] and
  5. who is enrolled on a specific course or module provided by the Licensee namely {insert as appropriate}]
"Off-Site User Fee"
the [additional] fee payable by the Licensee in consideration of the agreement by the Publisher to treat Off-Site User(s) as Authorized Users for the purpose of the exercise of the Rights
"On-Site User"
an individual:
  1. who is employed or engaged under contract as part of the academic, library, research, or equivalent staff of the Licensee at the Site (whether on a temporary, permanent, or visiting, basis), or who is studying at the Licensee at the Site and
  2. whom the Licensee wishes to authorize to have access to the Electronic Material and
  3. who has been issued by the Licensee with a password [and has been registered by the Licensee with the Publisher as an individual user] [under the Subscription Number]] and
  4. who can access the Electronic Online Material from a valid IP address on the Licensee's Secure Network] and
  5. who is enrolled on a specific course or module provided by the Licensee [namely {insert as appropriate}]
"Person"
any person, firm, company, institution, organization or other legal entity
"Printed-off Material"
[single] copies of [permitted] parts of the Electronic Material printed off by or on behalf of Authorized Users strictly in accordance with the Rights granted to the Licensee
"Printed Source Material"
the material listed in Schedule 4 to be supplied by the Publisher in printed format [and at the price specified in Schedule 4]
"Prohibited Use"
use of the whole or any part or parts of the Electronic Material:
  1. in Coursepacks or other collections of data]
  2. for any commercial use [including without limitation fee-for-service or other systematic supply]
  3. for access by way of remote computing services]
"Proprietary Software"
software necessary to enable the Licensee to access and exercise the Rights in relation to the Electronic Material which is either proprietary to the Publisher or which has been licensed by the Publisher on terms which permit the Publisher to grant the Licensee the right to use the software in accordance with the provisions of this Agreement without further consent or payment
"Quarter"
each period of three calendar months or part thereof ending on 31 March 30 June 30 September or 31 December during the currency of this Agreement
"Restricted Information"
any information which is disclosed by one party to the other pursuant to or in connection with this Agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential or marked as such )
"Rights"
the non-exclusive non-transferable right for the Licence Period throughout the Territory and in relation to the whole or any part of the Electronic Material:
  1. [to carry out the Data Capture work on the Printed Source Material to produce the Digitised Material]
  2. to make such number of back-up copies of the [Digitised Material] [and] [Electronic Fixed Format Material] as are reasonably necessary
  3. [to load the Electronic Fixed Format Material] [and Digitised Material] on to the Central Server(s) and/or Secure Network(s)]
  4. to store the Electronic Material on the Central Server(s) at the Site] subject always to the provisions of clause 5 to give access from the Site to the Electronic Material over the Secure Network(s) to Authorized Users for the purpose of permitting Authorized Users:
    1. to search, view, retrieve, [and] display, [and download] the Electronic Material on to [the hard disk of the Authorized User's own computer terminal or on to] Fixed Format
    2. to store the Electronic Material on the Authorized User's own computer terminal
    3. to print off [single] [multiple] [screens] [copies] of the Electronic Material and to distribute Printed-off Material [on which the Authorization Stamp has been endorsed] to other Authorized Users
    4. to re-transfer or re-transmit the Electronic Material over the Secure Network(s) to other Authorized Users]
    and in each of the foregoing cases for the purpose only of research or private study by the Authorized Users and not for any Commercial Use whatsoever
["the Royalty"
[(/$ per Item or part of an Item [accessed] [and] [or] [printed off] by Authorized Users)] [the royalties payable for access to and the transactional use of the Electronic Material stipulated in Schedule 7]. No Royalty is payable in respect of the use of the Electronic Material for the purposes of demonstration or testing]
"Secure"
with regard to Networks means only those [closed] networks over which the Licensee has [absolute] control and can (inter alia) prevent the further distribution of Electronic Material lawfully present on Networks pursuant to this Agreement to unauthorized users and with regard to the Central Server means only a server which is not publicly accessible ["the Service" the online [and off-line] information service run by the Publisher as part of which the Electronic Material is to be supplied to the Licensee under the provisions of this Agreement]
"the Site"
the [single] [contiguous] geographical location or locations (including halls of residence [lodgings] faculty and staff [houses] [residences] linked to the Network(s))] nominated by the Licensee and listed in Schedule 8 from which Authorized Users can access the Electronic Material through the Central Server and/or over the Secure Networks located at the Site. If the Licensee occupies more than one geographical location (for example if the Licensee comprises more than one institution or is a multi-campus university) [the Licensee must obtain a Site Licence for each geographical location for which it wishes to provide access to the Electronic Material] [the Rights granted by this Agreement will cover each such geographical location without further consent or payment to the Publisher]
["the Subscription Number"
in relation to the Electronic Online Material the number issued to the Licensee by the Publisher [as part of the operational provisions of the Service]]
["Territory"
]
[all countries of the world] {or insert as appropriate}
"Trade Marks"
the Publisher's trade marks ["insert as appropriate"]
["Usage"
usage by Authorized Users [of Items] of Electronic Material by way of [access] [viewing] [printing off] which usage is to be monitored by the Licensee using the Copyright Management Software [and on which the Royalty is to be charged]]
"Year of this Agreement"
the period of twelve months from the [Effective Date] [Commencement Date] and each subsequent consecutive period of twelve months during the currency of this Agreement

(2) Headings used in this Agreement are for ease of reference only and shall not affect its interpretation

(3)References to the parties, Clauses, sub-Clauses, and the recitals are to the parties, Clauses, sub-Clauses of and recitals to this Agreement

OPERATIVE PROVISIONS:

1 Grant of Licence

1.1 The Publisher hereby grants to the Licensee the Rights for the Licence Period in the Territory

1.2 Neither the Licensee nor any Authorized User shall use the whole or any part of the Electronic Material for any Prohibited Use or otherwise store transiently or permanently on any medium, transfer, transmit, reproduce, loan to any third party, publish or otherwise exploit, modify, create derivative works from or combine with any other material the whole or any part of the Electronic Material except to the extent necessary exercise the Rights granted under this Agreement

1.3 The Publisher shall be entitled to sell or grant licences of the Electronic Material or any part or part thereof to any person, firm, company or any other entity throughout the world and nothing herein contained shall prevent the Publisher from compiling contributing to or publishing any other work on a similar subject to that of the Electronic Material.

2 Duration of Agreement

This Agreement shall commence on the Effective Date and shall remain in effect for the Licence Period [at the end of which it shall automatically expire (unless the parties shall previously have agreed to renew it)].

[3 Data Capture of Printed Source Material by Licensee

3.1 Within {x days} after the Effective Date [or after payment of the [and Off-Site User Fee] if later] the Publisher will supply to the Licensee the Printed Source Material [at the price specified in Schedule 4]

3.2 The Licensee will ensure that the Data Capture work is carried out with reasonable care and skill by a competent person or persons and will if requested supply to the Publisher a representative sample or the whole of the Digitised Material for approval (such approval not to be unreasonably withheld or delayed) and the Licensee will not load the Digitised Material on to the Central Server(s) and/or Network(s) until such approval received.]

4 Equipment for Supply of Electronic Online Material and Monitoring of Usage

4.1 The Licensee will as soon as practicable after the Effective Date obtain at its cost [the Copyright Management Software and] all necessary telecommunications and other equipment and Generic Software (together with all relevant software licences) necessary to access the Electronic [Online] Material and/or to disseminate it over the Network(s)

[4.2 On or as soon as practicable after the Effective Date the Publisher will [supply to the Licensee the Copyright Management Software and] issue to the Licensee the Subscription Number]

5 The Licensee's Duties

The Licensee shall in exercising the Rights use the Electronic Material or any part or parts of it at its own expense and on the following conditions:

5.1 [the Licensee shall take all necessary measures to safeguard the Intellectual Property, Restricted Information, and proprietary rights of the Publisher in the Electronic Material] {or} [the Licensee shall safeguard the Intellectual Property, Restricted Information, and proprietary rights of the Publisher in the Electronic Material to the same extent as the Licensee itself protects its own Intellectual Property and confidential information] and without prejudice to the generality of the foregoing specifically shall:

5.2 The Licensee shall appoint a co-ordinator and the Publisher shall nominate a representative to liaise with the Co-ordinator. The identities of the first co-ordinator and Publisher's contact are set out in Schedule 5

6 Reporting and Payment

6.1 The Licensee shall in consideration for the Rights granted under this Agreement pay to the Publisher

[6.2 The Licensee shall

[6.3 The Licensee shall make up statements [of account] during the Licence Period to the Accounting Dates (commencing on the 1st day of ___________ 199 ) specifying the Usage of [each Item of] the Electronic Material, the number of Authorized Users, the International Standard Book Number (ISBN) or International Standard Serial Number (ISSN), the title, author, the date and time of Usage the number of copies of Printed off Material made [and the payments due to the Publisher].

6.4 The statements [of account] shall be delivered within 30 days of the end of the Accounting Dates [and at the time of delivery the Licensee shall pay any sum shown due to the Publisher in [sterling] [US dollars] without deductions for exchange, commission, or other charges].

6.5 All sums specified in this Clause 6 are exclusive of Value Added Tax which if payable shall be paid on presentation of an appropriate VAT invoice.

6.6 If the Licensee defaults in making payment of the Fee, Off-Site User Fee, and/or the Royalty for a period of {30} days then the Publisher shall be entitled (without prejudice to any other right or remedy it may have) to charge the Licensee interest on the outstanding sums at the rate of {2}% per annum above [Barclays Bank] Plc base rate in force from time to time from the date the payment became due until actual payment is made (irrespective of whether the date of payment is before or after any judgement or award in respect of the same).

7Publisher's obligations

7.1 The Publisher will within 30 days after the Effective Date [(or after payment of the Fee [and Off-Site User Fee] if later)] supply the Electronic Fixed Format Material to the Licensee in the format [and at the price] specified in Schedule 3 Part I

[7.2 Any costs incurred by the Publisher in the delivery of the Electronic Fixed Format Material shall be borne by the Licensee]

[7.3 Where the Electronic Online Material is supplied as part of the Service the Publisher shall

8 Withdrawal of Electronic Material

8.1 The Publisher reserves the right at any time to withdraw from the Electronic Material any Item or part of an Item included in it:

8.2 In the event that any Item or part is to be withdrawn from the Electronic Material pursuant to Clause 8.1 the Publisher shall

8.3 on receipt of the notice referred to in Clause 8.2.2 the Licensee shall immediately cease all distribution in any and all media of the withdrawn material and shall comply with the Publisher's reasonable instructions with respect to the deletion of such withdrawn material from any machine-readable versions of the Electronic Material provided to the Licensee by the Publisher [or produced by the Licensee following Data Capture of the Printed Source Material].

8.4 The Licensee shall also delete or cause to be deleted such withdrawn material from any and all machine-readable versions of the Material prepared by the Licensee and by Authorized Users in exercise of the Rights and shall provide the Publisher with a certificate of an officer of the Licensee attesting to such deletion.

8.5 The Publisher shall have the right at its own expense to appoint an independent auditor to verify such actions and the Licensee shall cooperate with such auditor to provide the verification.

9 Infringement of Intellectual Property Rights in the Electronic Material

9.1 The Licensee shall promptly and fully notify the Publisher of

9.2 The Licensee shall at the request and expense of the Publisher do all such things as may be reasonably required to assist the Publisher in taking or resisting any proceedings in relation to any infringement or claim referred to in Clause 9.1 above and in maintaining the validity and enforceability of the Intellectual Property of the Publisher in the Electronic Material.

10 Intellectual Property Rights of the Publisher

10.1 All rights in the Electronic Material whether existing at the Effective Date or which may come into existence after the Effective Date which are not specifically granted to the Licensee by the Rights are expressly reserved to the Publisher

10.2 The Licensee hereby acknowledges that [subject only to the provisions of Clause 11] it shall not acquire any interest in the Intellectual Property of the Publisher or other rights owner or owners in the Electronic Material or any rights in it other than the Rights granted hereby and that all such Intellectual Property and rights shall remain vested in the Publisher

10.3 The Licensee shall not

[11 Intellectual Property Rights of the Licensee

On completion of the Data Capture work the Licensee shall own the copyright and other Intellectual Property in the Digitised Material provided always that the Licensee acknowledges that such ownership gives it no Intellectual Property rights in the underlying Printed Source Material and that any use of the Digitised Material not expressly authorized by this Agreement would constitute an infringement of the Intellectual Property Rights of the Publisher or other rights owner or owners in the Printed Source Material].

12 Confidential Information

12.1 Except as provided by Clause 12.2 and 12.3, both the Publisher and Licensee shall at all times during the currency of this Agreement and thereafter:

12.2 Any Restricted Information may be disclosed to any employees of the publisher or the Licensee (as the case may be) to such extent only as is necessary for the purposes contemplated by this Agreement or as is required by law and subject in each case to the disclosing party using all reasonable endeavours to ensure that the person in question keeps the same confidential and does not use the same except for purposes for which the disclosure was made.

12.3 Any Restricted Information may be used for any purpose or disclosed to any other person to the extent that:

12.4 Nothing contained in this Clause 12 shall prevent

12.5 The obligations under this Clause 12 shall survive the expiry or termination of this Agreement for a period of {three} years.

13 Warranties and Liability of the Publisher

13.1 The Publisher warrants
{To give this warranty the Publisher should either have, or have cleared rights in the Electronic Material, and will otherwise be at risk of a claim for copyright infringement by the authors of it. Note that use of the Electronic Material in some ways contemplated by this Agreement may also require a moral rights waiver}

13.2The warranties set out in Clause 13.1 are in lieu of all warranties, conditions, terms, undertakings, and obligations implied by statute, common law, custom, trade usage, course of dealing, or otherwise, all of which are hereby excluded to the fullest extent permitted by law. In particular but without prejudice to the generality of the foregoing the Electronic Material is provided on an "as is" basis and accordingly (but without prejudice to the Publisher's obligations under Clause 7.3.2 and Clause 7.3.3) the Publisher does not give any warranty express or implied or make any representation

13.3 Notwithstanding anything else contained in this Agreement but subject to Clause 13.4 the Publisher shall not be liable to the Licensee

13.4 The Publisher does not exclude liability for death or personal injury caused by its negligence.

[13.5 Subject at all times to the provisions of Clause 13.3 the Publisher hereby agrees to indemnify the Licensee against any loss, injury, or damage actions, claims, proceedings, demands, costs (including all legal costs and any compensation costs and disbursements paid by the Licensee to compromise or settle any claim) occasioned to the Licensee by any claim action or threatened proceedings which are a consequence of any breach of the warranty set out in Clause 13.1.1 or of any claim alleging that the Electronic Material constitutes in any way a breach of Clause 13.1.1. The Publisher's sole liability to the Licensee in relation to a breach of the warranty given in Clause 13.1.2 is to replace the defective medium.

14 Warranties and Liability of the Licensee

14.1 The Licensee warrants

14.2 The warranties set out in Clause 14.1 are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise all of which are hereby excluded to the fullest extent permitted by law.

14.3 Notwithstanding anything else contained in this Agreement but subject to Clause 14.4 the Licensee shall not be liable to the Publisher for loss (whether direct or indirect) of goodwill, profits, business, business opportunities or anticipated savings or for any special, indirect, incidental or consequential loss or damage whatsoever even if the Licensee shall have been advised of the possibility thereof and whether arising from negligence, breach of contract, breach of statutory duty or howsoever.

14.4 The Licensee does not exclude liability for death or personal injury caused by its negligence

[14.5 Subject at all times to the provision of Clause 14.3 the Licensee hereby agrees to indemnify the Publisher against any loss, injury, or damage, actions, claims, proceedings, demands, cost (including all legal costs and any compensation costs and disbursements paid by the Publisher to compromise or settle any claim) occasioned to the Publisher by any claim, action, or threatened proceedings which are the consequence of any breach of the warranties set out in Clause 14.1]

15 Termination

Notwithstanding anything else contained herein, this Agreement may be terminated

15.1 by either party forthwith on giving notice in writing to the other if:

[15.2 by the Licensee forthwith on giving notice to the Publisher if the Publisher through no fault of the Licensee fails to deliver [the Printed Source Material] [the Copyright Management Software] [the Electronic Fixed Format Material] [access to the Electronic Online Material within [30] days of the due date for delivery.]

16 Effect of Termination

16.1 On the expiry or termination of this Agreement for any reason all rights and obligations of the parties under this Agreement shall automatically terminate except for such rights of action as shall have accrued prior to such termination and any obligations which expressly or by implication are intended to come into or continue in force on or after such termination.

16.2 On the expiry or termination of this Agreement for any reason other than by the Publisher pursuant to Clause 15.1.2 or 15.1.4 the Licensee shall immediately cease to distribute or otherwise make available (whether in electronic or printed form) to Authorized Users (or to any other Person or party whatsoever) the whole or any part of the Electronic Material [but shall be entitled to retain the Electronic Material for archival purposes].

[16.3 On termination of this Agreement by the Publisher pursuant to Clause 15.1.2 or 15.1.4 the Licensee shall within 14 days after the date of termination return or destroy as the Publisher shall instruct all human readable versions of the Electronic Material and return and/or delete all machine readable versions as the Publisher shall instruct including in either case all copies in its possession or under its control in whole and in part in any form including partial copies and modifications made in connection with this Agreement and shall certify to the Publisher that the same has been done. The Publisher shall have the right to appoint an independent auditor to verify such actions and the Licensee shall cooperate with such auditor.]

16.4 On termination of this Agreement by the Licensee pursuant to Clause 15.1.2 then without any prejudice to any other right or remedy it may have, the Publisher shall forthwith on demand refund the whole of the Fee [and Off-Site User Fee].

16.5 This Clause 16 shall survive expiry or termination of this Agreement for whatever reason.

17 Force Majeure

Without prejudice to the provisions of Clause 15.1.3 neither the Publisher nor the Licensee shall be under any liability for any loss or for any failure to perform any obligation hereunder due to causes beyond their control including, without limitation, industrial disputes of whatever nature, acts of God or hostilities.

18 General

18.1 Where two or more legal entities constitute the Publisher and/or the Licensee their liability shall be joint and several.

18.2 This Agreement may not be assigned by either party to any other Person nor may either party sub-contract any of its obligations to any other Person without in either case the prior consent of the other.

18.3 Any notice served by a party to this Agreement may be sent by ordinary first-class, pre-paid post, by recorded delivery, or by facsimile transmission to the address of the other set out above and if so sent shall be deemed to have been served in respect of pre-paid post two working days after the date of posting and in respect of facsimile transmission at the time of such transmission.

18.4 The failure of any party to enforce any provision on any one occasion shall not affect its right to enforce another provision or the same provision on another occasion.

18.5 Nothing in this Agreement shall create or be deemed to create a partnership or the relationship of principal and agent between the parties and the Licensee shall have no right or authority to bind or to make any representation or warranty on behalf of the Publisher.

18.6 If any provision of this Agreement is void or unenforceable or renders the Agreement or any part of it void or unenforceable then that provision shall be severable from the remainder of the Agreement which shall continue in force and be construed as if such provision had never been contained therein.

18.7 This Agreement shall be governed by and construed according to the laws of England and the parties submit to the jurisdiction of the English Courts.

As witness the hands of the parties the day and year first above written


Schedule 1
Central Server

The Site
{insert address}

Make and Serial number of server
{insert manufacturer and serial number}

Internet Protocol address
{insert IP address}

Schedule 2
Part I
Copyright Notice

(c) 199 [ ]All rights reserved

[The Author has asserted his moral rights]

No part of this material may be stored transmitted retransmitted or reproduced in any form or medium without the permission of {insert name of publisher or copyright owner as appropriate}

Schedule 2
Part II
Particulars of Authorization Stamp

Copied by {insert name of Licensee}

For {insert name of Authorized User}

Date {insert date}

Schedule 3
Part I
Electronic Fixed Format Material

The Material

The Format
[disk]
[cassette]
[format]

The Price

Schedule 3
Part II
Electronic Online Material

Schedule 4
Printed Source Material

The Material

The Price

Schedule 5
The Coordinator and Publisher's Contact

The Co-ordinator:

The Publisher's representative:

Schedule 6
Authorized User Information

Name
ID number
Password
Date of ceasing

to be a member

OR

Valid IP addresses for each network

Schedule 7
Royalties

Schedule 8
The Geographical Location(s) comprising the Site


SIGNED by....{type in name}.....
For and on behalf of

SIGNED by....{type in name}.....
For and on behalf of

SIGNED by....{type in name}.....
For and on behalf of

SIGNED by....{type in name}.....
For and on behalf of

Appendix I
Generic Software

Description of Software

Owner Rights in Software

Appendix II
Copyright Management Software

Licensing Agreement produced by Ingrid Winternitz, Solicitor, 43 Princedale Road, London W11 4NP, for the Publishers Association/JISC Working Group on Licensing Agreements 1997.

(c) Ingrid Winternitz 1997

Respond to this Model Licence

If you wish to comment on this licence model, please email Martin Metcalfe, m.metcalfe@hefce.ac.uk


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