Terms and Conditions

NC State University Guidelines

All contracts, including licenses, are subject to NC State University contract guidelines as promulgated by the NC State Purchasing Department and the Office of Legal Affairs (OLA). OLA has developed a Contract Checklist which identifies "acceptable" contract language as well as "prohibited" contract language. Some contract terms are entirely prohibited, and if these terms cannot be modified or removed, the license cannot be signed. Other terms are undesirable but not absolutely prohibited. If terms falling within this second category cannot be modified, the university unit can nevertheless still request that Purchasing sign the license as long as the unit completes a Contract Advisory.

The Contract Advisory specifically advises the Libraries against signing the contract with the undesirable terms and specifies that the Libraries will assume the risk and costs incurred arising from the contract.

NCSU Libraries Licensing Guidelines

The NCSU Libraries has developed its own additional guidelines to assure that its patrons are able to use the licensed resources in a meaningful way. Furthermore, since many of the licenses ultimately require a Contract Advisory, the Libraries' guidelines also seek to minimize the risk to the Libraries as well as the university. As a result, the Libraries' guidelines address license terms that are not necessarily of particular importance to the general university contract guidelines.

Negotiating for terms that meet university and Libraries guidelines is always time-consuming.

License Terms

As previously stated, the Contract Checklist contains prohibited terms and terms that trigger a Contract Advisory. For the type of resources acquired by the Libraries, the most frequently encountered prohibited terms are:

* Agreeing to indemnify the vendor or licensor
* Agreeing to be governed by and subject to the law of a foreign jurisdiction, i.e., anywhere other than North Carolina
* Agreeing to submit to mandatory or binding arbitration
[see Contract Checklist for additional prohibited terms]

The terms most frequently encountered that would trigger a Contract Advisory are:

* A limitation of liability clause (almost universal and extremely unlikely to be removed in its entirety)
* Alterations of North Carolina contract law, usually a shortening of the statute of limitations
* Acceleration or late payment clauses
* Automatic renewal terms
* Non-disclosure or confidentiality terms
[see Contract Checklist for additional terms triggering a Contract Advisory]

The NCSU Libraries also negotiates terms that affect access and use rights of our patrons in order to maximize the usefulness of the resource. We ensure that access is available remotely for our authorized users and on-site for all those present in the library. We make every effort to protect our users' fair use rights and to modify or remove unduly stringent use restrictions. User privacy rights are also priorities for our library negotiators.

The NCSU Libraries cannot promise or guarantee the conduct of its authorized users once they have legitimately accessed a resource. It is patently impossible to do so and, therefore, ill-advised to agree to such terms in a license.

The NCSU Libraries must have written notice of any alleged license violations and an opportunity to rectify the situation. We cannot agree to any license changes unless they are in writing and signed by all parties.

Most importantly, the NCSU Libraries requires an intellectual property warranty from the vendor/licensor pledging that the material provided in the resource does not infringe any copyrights and that the vendor/licensor has the rights necessary to make the grants in the license. There must also, then, be no limitation of liability with respect to this warranty. Reasonable and reputable vendors/licensors have little difficulty with these terms but, even so, may refuse to remove the remaining limitation of liability. Therefore, even under optimal circumstances, many library licenses end up in the contract advisory process.

--END OF LICENSING GUIDELINES--

Licensing Introduction | What is a License? | Who are the Parties in a License Agreement? How are Products Licensed? | License Terms and Conditions

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