Re: Confidentiality language and the netLibrary license

["John Cox" <John.E.Cox@btinternet.com>]

I am always astonished when organisations try to impose these sorts of
undertakings into standard commercial contracts that are based on standard
terms and standards pricing formulae.  This will not be a unique
agreement. It will be one of many, based on standard policies, made with
many customers.  Lawyers infest our world.  I know, I am one myself.  
It's worst in the USA where there are 37 lawyers per 1000 of the
population, compared with 8 in the UK.

Ultimately, the decision for the customer is whether to proceed with a
purchase tied to an unacceptable term.  Does netLibrary want your money or
not?

But before that stage is reached, try to negotiate on the wording.  The
items that should not be divulged must be explicitly specified.  There
must be exceptions for information that is already in the public domain,
that is required to be divulged by law, or information that has come your
way honestly from a third party, though netLibrary thinks that it is
confidential.

It seems to me that vendors like netLibrary are very short-sighted in this
regard.  If you talk to another librarian at a conference about netLibrary
contracts, how are they going to know?  If they do find out, what are they
going to do about it?  If netLibrary was sensible, they would actively
seek customer feedback through discussion.  It might even improve their
product, pricing and terms.  You can't stop people talking in this way,
and you only look ridiculous if you try to do so.

John Cox

John Cox Associates
Rookwood, Bradden
TOWCESTER, Northants NN12 8ED
United Kingdom
Tel: +44 (0) 1327 860949
Fax: +44 (0) 1327 861184
E-mail: John.E.Cox@btinternet.com

----- Original Message -----
From: "Rick Anderson" <rickand@unr.edu>
To: "Liblicense-L@Lists. Yale. Edu" <liblicense-l@lists.yale.edu>
Sent: 1 April 2003 5:07 am
Subject: Confidentiality language and the netLibrary license


> Hi, everyone --
>
> I'm working with a consortium to negotiate a netLibrary license.  One of
> the terms it includes is a confidentiality clause, according to which we'd
> have to agree not to divulge pricing, license terms, etc. to third parties
> (such as other libraries).
>
> I run into license terms like this every so often, and I always negotiate
> them out; when I negotiated a netLibrary license for my own institution a
> couple of years ago, I had no problem getting the confidentiality language
> removed from it.  To my surprise, the company is now resisting the same
> change.  My contact at netLibrary says that it's because netLibrary has a
> new legal crew since its acquisition by OCLC.
>
> Regardless of the explanation for this new stance, I see no reason why we
> should go along with it.  Do others feel the same way?  Can we present a
> united front?
>
> Rick Anderson
> rickand@unr.edu