Reprise: Clauses for early termination

[Ann Okerson <ann.okerson@yale.edu>]

No responses yet to this inquiry of 29 January.  Surely some of you
licensing wizzards out there have language that could be useful for Ms.
Kamen?  Thank you in advance, Ann

---------- Forwarded message ----------
Date: Sun, 29 Jan 2006 20:13:11 EST
From: Ann Okerson <ann.okerson@yale.edu>
To: liblicense-l@lists.yale.edu
Subject: Clauses for early termination

Please respond to both the list and to Ms Kemen, who is not a subscriber
to liblicense-l.  Thank you.

---------- Forwarded message ----------

Our law firm library is currently negotiating an online contract 
with a publisher and we are trying to come up with a clause that 
will protect the library in the event of a change in 
circumstances for the firm (i.e. downsizing, mergers, etc.) This 
is the clause that we are currently using:

"In the event of a change in subscriber's organizational 
structure, including, but not limited to, mergers, acquisitions 
and divestitures, resulting in a significant change in the number 
of users for the online service, subscriber and publisher will 
negotiate in good faith to adjust the amounts payable under this 
agreement or subscriber will have the right to terminate the 
agreement upon sixty (60) days written notice."

Is there a better clause that we should be using? We are also 
interested in any other clauses for early termination that you 
would recommend or other resources that would be beneficial for 
us to consult.

Thanks so much for your help!
Shannon Kemen
Reference & Electronic Services Professional
skemen@kmklaw.com
513-639-3901