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CDL Model License Revised

CDL is pleased to announce the major upgrade of its Standard License Agreement (“Model License”). The new version reflects current best practices in licensing and incorporates feedback from UC librarians, licensing staff, attorneys, peers, and CDL colleagues. We appreciate all of their contributions, and hope that the new Model License is helpful in negotiating effectively with licensors.

The revision process started in March 2016 when we began a long-planned review of the existing CDL Model License, which had been incrementally revised since 2009, in light of more recent models such as the LibLicense Model License Agreement (“LMLA”, revised in November 2014) supported by the Center for Research Libraries (CRL). We also reviewed the Canadian Research Knowledge Network (CRKN) Model License (revised in July 2016).

We incorporated helpful terms from these existing model licenses, and solicited additional suggestions from colleagues based on their expertise, such as authentication, usage statistics, acquisition, cataloging, business negotiation, and library user services.

The new Model License includes many updated sections to support UC researchers and authors’ needs. For example, the Text and Data Mining (TDM) section clarifies that authorized users may not only engage in text and/or data mining activities for academic research purposes but also share the results with others so long as the purpose is not to create a product for use by third parties that would substitute for the licensed materials.

The Author Rights section has also been enhanced, indicating that UC authors retain the right to use their own work for scholarly purposes, including self-archiving or depositing it in open repositories or archives, and to comply with all grant or institutional requirements. It also demonstrates our intention to collaborate with licensors in implementing procedures for licensors to deposit licensed content authored by UC faculty and researchers into eScholarship, UC’s shared institutional repository, or to make it available for us to harvest. CDL’s Access & Publishing department provided guidance on this section, and we appreciate their input.

The Open Access (OA) section asks Licensors to report the number of works (such as articles) published under the OA option and the number and list of such works by title by UC authors, and states that Licensors are expected to proportionally reduce the subscription price if the ratio of the number of OA articles to the number of licensed articles increases in comparison to the previous year.

Accessibility requirements are now listed under the Warranties section, strengthening the Libraries’ commitment to ensuring that licensed resource vendors adequately support the needs of patrons with disabilities.

Additionally, the new Model License includes a Business Terms appendix that contains a checklist of key terms. We included these in the Model License to ensure that all important terms are negotiated and captured in the License.

Attorneys from the UCOP Office of General Counsel provided new terms on indemnities, dispute resolution, and accessibility requirements, to protect UC’s interests. For example, the new Model License suggests a legal action in court if necessary instead of arbitration.

Many UC colleagues, particularly licensing staff at UC Davis, UC San Diego, and UCLA, provided detailed comments on various drafts, as did numerous internal CDL colleagues, and we appreciated their valuable contributions to the final version. Within CDL, two colleagues provided invaluable assistance throughout the project:  Ivy Anderson, Associate Executive Director at CDL, provided guidance throughout the revision process based on her years of experience in licensing and her prior participation in the LibLicense Model License revision; Nancy Scott-Noennig, licensing specialist at CDL, incorporated terms from various existing model licenses, and reviewed the final version carefully.

The new Model License is available on the CDL Website. There are two versions: a UC staff version (password protected) and a public version.  We hope that the revised license will be helpful for the UC community.