Connecting with Law Publishers by a Licensing Agreement:
What am I Supposed to Do?
Loyola University, New Orleans
Increasingly, librarians are finding themselves swimming in license agreements. As print resources migrate online and proliferate, law librarians are faced with understanding, negotiating and tracking multiple licenses. Organized by moderator, Lorna Tang, this resourceful program gave voice to our collective concerns.
"Every online subscription has an agreement related to its use," began Julie Bozzell, Research Applications Specialist in the firm Greenberg Traurig, LLP. License agreements vary in form and content, and are not substituted by order forms or invoices. The license may be online, come included in the content of the CD, or sent inadvertently to technical support shrink wrapped with the CD. Even if it means asking the vendor to send an email, this too can be used as a contract. Did a vendor mention what was included in the product? Be sure to get them to write that down.
Some licenses are negotiable and others, like the click-through licenses online are not. Stop the chances of your being taken advantage of by preparing a licensing checklist. A checklist will ensure complete and consistent coverage of your concerns in the negotiation process. Julie organized her concerns into five main areas: who is it for; what is the format; what is the content coverage; what kind of support is available; and what is the cost. Her sample checklist is available at
Is the product worth the price and worth it for your patrons needs? Explore less expensive sources for the information. Will someone back up the decision to license an expensive product that has the authority to approve it? Is there one user who is interested in the product or will there be multiple simultaneous users?
What is the format? If the product is online, that's a lot less work for your staff. If you are responsible for product support, then you're going to be installing, networking, fixing technological incompatibilities, and providing training. Make sure the format is compatible with your existing equipment, browser, and operating system, and that a toll free number is provided for technical and search support.
What's the date coverage? Is it comprehensive, in full-text or abstracts? Often you're only being leased the information, allowed access to archived data for as long as you pay the bills. If you're thinking about tossing the print and archiving the electronic, ask if you can continue to have access to what you paid for after the subscription expires. Is the data updated consistently and timely? Although vendors will say their online subscriptions are updated, this may be difficult to detect.
"We are drowning in passwords." Keeping track of multiple licenses and passwords that all work differently is important. Consolidate and organize critical paperwork including user guides and manuals because you'll need to refer to them later. Suggestions for storage include scanning and entering passwords with instructions into a database that can be accessed remotely.
How much is it going to cost? Are there options in the pricing structure such as FTE, or an annual or per transaction fee? Are there consortia discounts or discounts with more than one subscription? There could be hidden costs, such as password fees, product support, or customer service. Review products carefully because vendors may repackage information you already have, add information you don't need but will be paying for, or putting a spin on free or low cost information.
Lisa Smith-Butler, Associate Law Library Director at Nova Southeastern University Law Library and Technology Center, and the second speaker, created a bibliography of resources available in the Educational Program Handout Materials booklet. Lisa touched upon several pivotal issues, such as looking for guidance in the mission statement of your organization to determine whether providing electronic resources supports your institutional goals.
Stay aware of legal issues, such as privacy concerns. If the publisher wants user information, they should keep it confidential. Rights and obligations of both parties should be clearly spelled out. After you've posted the appropriate copyright information on your web site, and told your library users what their rights and responsibilities are, make sure that the publisher absolves you of any liability for copyright infringement committed by third parties. Is there mandatory arbitration? If you end up suing a vendor, whose law will govern? Frequently the vendor says you have to sue them in their home state.
Cover the basics such as downloads, email, print, and ILL. Read over warranties. If the vendor has to bring a website down for a scheduled maintenance, ask them to notify you ahead of time. Do you have to return older CD's to the publisher once you've received the update? Consult with IT to confirm whether you're going to need to buy additional hardware to support the subscription.
The third speaker Kermit F. Lowery, Assistant General Counsel, Senior Director and Manager of the Customer Legal Services Group at Lexis Nexus discussed licenses from the vendor's point of view. When customers don't agree with the standard licensing form, Kermit does all of the customer legal contracts. He knows from experience that Lexis Nexus is willing to negotiate license agreements.
Kermit explained that the reason for having license agreements is primarily to protect intellectual property and proprietary data. Not only Lexis Nexus but also third party suppliers, and federal and state government regulators insist that the information be protected. Lexis Nexus needs to protect themselves against the misappropriation of data, from a clients' wrongful use, or the use of erroneous information provided by third party suppliers. They are required to keep track of who uses their data and to what purpose because Lexis Nexus must able to report back to government regulators. Licenses are also used because the information they provide is on loan rather then sold to the consumer. "We're not transferring property. We are merely licensing the opportunity to have access to and the ability to use the data in the database."
In conclusion, what are our hopes for the future? How about renewals at a lower rate; user statistics; less bundling of additional content, and less content overlap and duplication? Consider taking technology into your own hands by looking into your own remedies for tracking statistics, or purchasing software to track usage. If problems occur, talk to CRIV who may have suggestions and lobbying capabilities. Stick together and share concerns on listservs where vendors listen.
The best preparation for dealing with licensing agreements is learning from experience. Be flexible, willing to give on some points to get a better deal. Taking part in more negotiations will help you become more comfortable with the whole process.