Letter waiving liability for the action of third parties

[Katie Adams <kadams@slcl.lib.mo.us>]

Hi, I am in the middle of a negotiating the acquisition of an online
business directory for my library and have run into some problems with the
vendor.  The license agreement for the vendor is a click license.  The
vendor will not provide a written agreement but is willing to consider
providing a letter that will waive the librarys liability for the actions
of third parties (patrons) who may violate the online agreement.  But the
vendor wants me to come up with something that they can work from.  It is
a difficult situation, the database provides unique information that would
be very helpful for our patrons. The vendor has no competitors.

Now I need to draft a letter, just to get things started and I don't have
a clue where to start.  Is there anyone out there that has dealt with a
similar situation with a vendor who would be willing to provide some
advice, or share their letter?

Before anyone gets too alarmed about someone who is not an attorney
drafting a legal document, this letter will go to our attorney after the
vendor has made their changes.


Katie Adams 
St. Louis County Library 
kadams@slcl.lib.mo.us 
Headquarters Reference
St. Louis County Library
kadams@slcl.lib.mo.us