LICENSING DIGITAL INFORMATION

Licensing Terms & Descriptions

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Introduction

The topics consist of clauses that generally appear in licensing agreements. Each topic consists of a discussion of the general issues raised by the subject, as well as some general advice to consider when negotiating the particular clause. Following the general discussion are examples of specific contract language relating to the topic that have appeared in actual licensing agreements, along with a discussion of the examples.

Clauses marked with this symbol are, we believe, unduly burdensome for the library licensee.

Delivery/Access; Authentication
Overview || Examples

Term; Renewal; Early Termination; Perpetual License
Overview || Examples

Authorized Uses; Specific Use Restrictions
Overview || Examples

Warranties; Indemnities; Limitations on Warranties
Overview || Examples

Licensor Performance Obligations
Overview || Examples

Governing Law; Dispute Resolution
Overview || Examples

Licensee Performance Obligations

Overview || Examples

Force Majeure
Overview || Examples

Mutual Performance Obligations
Overview || Examples

Fees
Overview || Examples

General Clauses
Overview
Amendment, Assignment and Transfer, Entire Agreement,
Notices, Waiver of Contractual Right, Severability, and Signature Authority

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