RE: Nature Contract Provisions

["Rick Anderson" <rickand@unr.edu>]

I reviewed the Nature license yesterday in preparation for our buy-in, and
sent the following objections and proposed fixes to our sales rep.  I
append them here in case anyone else is interested in seeing which terms
we found problematic and how we proposed to fix them:

---

4.5 -- This has to come out.  There's no possible way we could promise to
destroy all copies of all licensed material upon termination of the
contract.  We have 13,000 students and faculty here in any given year, and
there's no telling how many of them will have articles or citations stored
on floppies, zips or hard drives.

6.2 -- Similarly, there is no such thing as a "reasonable procedure to
monitor the compliance with the terms and conditions of this Agreement by
Authorized Users."  What we can do (and agree to do elsewhere in the
license) is control who uses it and do our best to inform them of the
terms. After that, there's no reasonable way for us to monitor or control
their behavior.  We do, of course, agree to help out if you or we notice
an abuse. This is just a risk you guys have to take in return for the
convenience of selling your product to 13,000 people with a single
institutional sale.

7.5 -- The language here is way too broad.  As your customer, it's not our
job to "safeguard the intellectual property, confidential information and
proprietary rights" of Nature.  It's our job to give you our money and
abide by the license terms.  If you want us to safeguard one of your
interests or rights, it's got to be specifically delineated in the
license; as it is, this language constitutes a legal blank check.

7.7 -- Please add this sentence: "If Licensee deems any such change to be
unacceptable, Licensee may terminate this Agreement and shall be entitled
to a refund pro rated to the term remaining."  (Otherwise, it's another
blank-check situation: we've paid our money, but have no guarantee that
Nature Online won't, say, go back to the embargo or decide to only provide
selected articles.)

11. VARIATION -- Modifications in the Agreement itself (as opposed to the
content of the site) have to be agreed to in writing by both parties.  
This is a contract, so we need to treat it as such.  It would be kind of
silly for us to sign a contract that says you guys can unilaterally alter
it after the fact.

12. GOVERNING LAW -- This has to be taken out or changed to read "Nevada"
and "Washoe County" wherever it says "New York" and "New York County."
We're a state institution and have no leeway on this.  (Taking it out is
perfectly fine by us.)

-------------
Rick Anderson
Electronic Resources/Serials Coordinator
The University Libraries
University of Nevada, Reno
1664 No. Virginia St.
Reno, NV  89557
PH  (775) 784-6500 x273
FX  (775) 784-1328
rickand@unr.edu

"A revolution involves a change in structure;
a change in style is not a revolution."
        -- Karl Marx

> ----- Original Message -----
> From: "David Goodman" <dgoodman@Princeton.EDU>
> To: "'liblicense-llistsyaleedu" <liblicense-l@lists.yale.edu>
> Sent: Thursday, May 03, 2001 4:40 PM
> Subject: Nature Contract Provisions
>
> > Please pay special attention to section 4.5.
> >
> http://www.nature.com/help/sitelicences/licence_agreements/nature_
americas_c
orp.pdf
> --
> David Goodman
> Biology Librarian
> and Co-chair, Electronic Journals Task force
> Princeton University Library
> Princeton, NJ 08544-0001
> phone: 609-258-3235
> fax: 609-258-2627
> e-mail: dgoodman@princeton.edu