Re: Negotiate or sign? (Was: "Confused")

[Keith Seitter <kseitter@ametsoc.org>]

Let me make a few comments from the "information provider" side of the fence.

Chuck Hamaker, Rick Anderson, and others make some good points.  I think
all of us are spending more time on license agreements than we want to and
I doubt that any of us expected to be learning as much contract law as we
have been forced to do over the past few years. (And I worry that lawyer
fees on both sides are using funds better spent on getting things into the
patrons' hands.)

The license agreement we wrote for our journals online makes an effort to
be as "library friendly" as possible, but we still find ourselves in
negotiations with some institutions as a result of state laws or
institutional standard practices that do not quite match our license
agreement.

When working with a library to come to a mutually acceptable agreement, I
try to keep the following points in mind and make them clear to whoever is
negotiating for the library:

1) The LAST thing we want is to have to go to court over this agreement.
Any subscriber can rest assured that, regardless of the precise language
of the agreement, we would truly exhaust all avenues to resolve a conflict
over the subscription informally before reverting to formal action.

2) We need to have enough uniformity in the licenses that we have with our
subscribers that we can effectively manage and abide by them collectively.
So, for issues such as how many days notice we will give for changes in
terms (as just one example), we cannot be in a position of having some
institutions at 30 days, some at 60, some at 90, etc., or we will surely
be remiss for some of them some of the time.  Our intention would always
be to provide as much notice as possible, but we cannot get into the
situation of having to administratively handle groups of subscribers
differently because of variations in the individual license agreements.  
That would simply increase our costs and that doesn't serve the library or
us as we work toward keeping our fees as low as possible.

3) There are several sorts of changes that we can accept easily and
without the need to have our attorneys get involved.  These include things
like changing the state of venue, for which our lawyers have instructed us
to accept any reasonable suggestion but to not strike the clause entirely.

I think the most important point related to some of the recent discussion
on this list is (1) above.  As a nonprofit society publisher our mission
is the dissemination of research results.  We view the libraries
subscribing to our journals in print and online as partners in fulfilling
this mission. We are not trying to put onerous conditions on their use of
our journals and we expect them to respect our need for a license that
reasonably protects the investment we are making in producing the journals
as well as protecting the intellectual property of the authors who publish
in them. The license agreement sets conditions for both of us (for
example, under the license we are bound by it to provide perpetual access
to the journals online), and I think it should be viewed as outlining our
partnership in dissemination.  Some level of trust is required on both
sides, because without it the license would have to be several times as
long and much more prescriptive than would be useful to any of us. If we
both assume that we would go to great lengths to avoid a formal legal
battle, then the negotiation process becomes a more reasonable task of
coming up with simple language that we both agree fulfills our needs.

While I have learned (mostly through this list) how very differently some
publishers approach this issue, I know that there are a number of
publishers who are just as concerned about improving and simplifying the
license situation as the librarians are.

Keith Seitter


----------------------------------------------------------------
Dr. Keith L. Seitter               phone:  617-227-2426 ext. 220
Deputy Executive Director          fax:    617-742-8718
American Meteorological Society    e-mail: kseitter@ametsoc.org
45 Beacon Street
Boston, MA 02108-3693              http://www.ametsoc.org/AMS
----------------------------------------------------------------