Re: Unacceptable license terms

[Michael Rancer <mrancer@library.berkeley.edu>]

With apologies to my colleagues at the California Digital Library, here is
the standard language in CDL licenses.  I should note that if a vendor
will not accept this, I am willing to sign a license with no
indemnification clause at all.  I just won't accept vendor language that
favors them.

I also suggest that people take a look at the generic language in Yale's
"Liblicense" program.  Ann Okerson captured some very useful concepts
there as well.

Michael Rancer
University of California, Berkeley
======================

The Licensor shall indemnify and hold Licensee and Authorized Users
harmless for any losses, claims, damages, awards, penalties, or injuries
incurred, including reasonable attorney's fees, which arise from any claim
by any third party of an alleged infringement of copyright or any other
property right arising out of the use of the Licensed Materials by the
Licensee or any Authorized User. NO LIMITATION OF LIABILITY SET FORTH
ELSEWHERE IN THIS AGREEMENT IS APPLICABLE TO THIS INDEMNIFICATION.

Each party shall indemnify and hold the other harmless for any losses,
claims, damages, awards, penalties, or injuries incurred, including
reasonable attorney's fees, which arise from any alleged breach of such
indemnifying party's representations and warranties made under this
Agreement, provided that the indemnifying party is promptly notified of
any such claims.

The indemnifying party shall have the right to defend such claims at its
own expense.  The other party shall provide assistance in investigating
and defending such claims as the indemnifying party may reasonably request
and have the right to participate in the defense at its own expense.


____________________

>We also struggle with these indecipherable indemnity clauses.  One vendor,
>who could not explain to us what the clause meant, still insisted on
>keeping it in.  But they were willing to accept a second clause that we
>then insisted on, to counteract it and protect the library.  "Dueling
>clauses" you might say.
>
>That being the case, could you share with the list what is the "standard
>University of California approved language"?
>
>Don Wassink
>Associate University Librarian
>Hong Kong University of Science & Technology