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Re: Nondisclosure, continued

What you are running up against here in all likelihood are really not
the licensors, but their attorneys. When asked to draft standard
contracts, attorneys are prone to toss in masses of boilerplate language
that are intended to provide protection against the sorts of legal
disputes that may have occurred once in the distant past. Company
executives may not agree with or even understand most of this
boilerplate, but they are conditioned never to overrule the advice of
the company's attorneys. If something did go wrong that such contract
terms might have protected against, these executives know that they
would be in a very tough position trying to defend themselves and their

-Alan Edelson

Ann Okerson wrote:
> To pick up on our pre-Thanksgiving "nondisclosure" thread, two things:
> 1.  None of the sample licenses provided by publishers for the Liblicense
> Web site ( includes
> a non-disclosure clause.  That's one of numerous reasons these licenses
> are reproduced ... they are user- and library-friendly in a number of
> important ways.  Publishers such as Academic, Chadwyck-Healey, JSTOR, and
> a number of others do not require the terms of the contract to be kept
> confidential.  They are happy to make available the normal terms under
> which they do business with library customers.
> 2. Which leads to a second matter:  Bernie Sloan and Peter Graham both
> asked that we hear on this list from electronic information suppliers on
> this matter. Why do some insist on non-disclosure of any/all terms of an
> electronic content license, while others treat the terms as ones that
> should be disclosed?
> Can we hear from some of the publishers and vendors on this list, from
> both the disclosure and non-disclosure camps, so we library-consumers can
> understand this topic better?  Are there some kinds of information about a
> content license that should in fact be kept confidential?  Are some kinds
> of *publications* more in need of non-disclosure clauses than others? Some
> kinds of *contracts* (i.e., consortial?) Would those of you who require
> non-disclosure be satisfied if only price were not disclosed?  Is
> non-disclosure appropriate for educational customers or should it apply
> only to commercial-to-commercial arrangements?
> Thank you, dear readers, for whatever light you can shed on this matter.
> Ann Okerson
> Associate University Librarian/Collections
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