<UC Campus Letterhead>

Sample Letter of Intent
Always try for perpetual access to the content licensed, but if not possible, provide annual access fee and limitations on fee increase at renewal.

<date>

<vendor rep name>	
<vendor company and address>

RE:	Letter of Intent to License <vendor product name> Content

Dear <vendor rep name>,

The purpose of this letter is to set forth our mutual intentions with respect to a proposed transaction in which the <vendor> will grant to the University of California on behalf of <# of participating campuses> University of California campuses, a worldwide, perpetual, non-exclusive, non-transferable right to use the <vendor product name> web site to access the full electronic content contained on that site on an ongoing basis.

Included within the University of California’s understanding of proposed terms of Agreement are the following:

1.	Resources licensed:

The University of California is licensing the data included in the <vendor product> web site:

•	<list every product included, or if a lengthy titles list, refer to an attachment listing the titles>

The University of California will have <Scope of access; i.e., unlimited, 10-simultaneous user, etc.> access via the <vendor> web site to the complete files for the <vendor product> at <highest level URL for resource>.

2.	This Agreement guarantees the University of California:

•	Perpetual license to the content contained in the above resource during the period licensed.
•	<Unlimited?> campus-wide access to all resources for <# of campuses participating> UC campuses.  
•	Access to begin on <full date>.   Test access for the California Digital Library will begin as soon as possible, once <vendor> countersigns this Letter of Intent.  Access will continue provided the University of California pays the annual access fee.

3.	<Vendor> shall send the invoice for the above referenced content to:

Adriana Moran
Electronic Resources Unit
Acquisitions Dept., Library
University of California, San Diego
9500 Gilman Dr.  0175A
La Jolla, CA   92093-0175

[Please coordinate with Adriana:  admoran@ucsd.edu ] 

4.	License Fees / Purchase Price.   

The University of California campuses agree to pay the fees set forth in exchange for web access to the <vendor product> content listed in Item 1. above.

a)	Annual Fee / Purchase Fee - <$total annual/purchase fee> 
The Online Access Fee of <$total annual/purchase fee> is due and payable at renewal on January 1 thereafter for each calendar year.  The Fee constitutes a single fee payable by the University of California campuses. 

b)	Stable annual access fee.  <Vendor> agrees that if there is an annual access fe, that fee will remain stable at $<annual fee> for three (3) years starting in <initial contract year>.  The <vendor> reserves the right to review the annual access fee thereafter on an annual basis with price increases not to exceed X%.   [try to cap the inflationary increases]

c)	Renewal date for access fees.   The renewal date for the annual access fees is January 1.

d)	Total fees due:
First year /  purchase fee:   $< initial amount >
  Ongoing access fee:   $<Year 2 fees >

5.	Additional terms as mutually agreed upon include:

•	Perpetual License. To meet the California Digital Library’s responsibility to the UC community to offer a permanent research collection, UC will have a perpetual license to the content present and paid for during the period of our mutual agreement.  Such perpetual license shall survive the termination of the license agreement.  Should this contract be terminated by either party, <vendor> will provide to the California Digital Library a copy of all licensed materials for which UC has paid in a mutually agreeable electronic medium.  The CDL will cover the cost of media, if any, and shipping.  No subsequent annual access fees or royalty will be assessed if the University of California delivers the online content to its constituency in lieu of accessing it via the <vendor> web site.  

•	Archival/Backup Copy.  Upon request, the University of California may receive from <vendor> one (1) copy of the entire set of licensed materials to be maintained as a backup or archival copy during the term of this Agreement, or as required to exercise UC’s perpetual rights.  <vendor> acknowledges that the University of California may engage the services of third-party trusted archives and/or participate in collaborative archiving endeavors to exercise University of California’s perpetual rights, and perpetually use the third-party trusted system to access or store the licensed materials, so long as the University of California’s  use is otherwise consistent with terms of the corresponding agreement.  

•	Future Updates. The license fee includes all content added to the <vendor product> web site.  It further includes all instances of changes or updates to the content provided for the titles licensed.

•	Cancellation of other formats.  There is no restriction on canceling subscriptions for print or other formats for the titles represented in this web site. 

•	Right to license.  <vendor> warrants that it has the right to license the designated content, and will not sell or lose it.

•	Indemnification.  As a matter of policy established by the Regents of the University of California, the University may not enter into an agreement that exposes the institution to liabilities arising from third parties who are not party to the agreement.  Our required language is: 

The Licensor shall indemnify and hold Licensee and Authorized Users harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney's fees, which arise from any claim by any third party of an alleged infringement of copyright or any other property right arising out of the use of the Licensed Materials by the Licensee or any Authorized User. NO LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT IS APPLICABLE TO THIS INDEMNIFICATION.
Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying party's representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims.  
The indemnifying party shall have the right to defend such claims at its own expense.  The other party shall provide assistance in investigating and defending such claims as the indemnifying party may reasonably request 	and have the right to participate in the defense at its own expense.

•	MARC records. The <vendor> will provide to the California Digital Library MARC records for the content of each of the titles in the web site at no additional charge by the end of the calendar year.  UC can load the MARC records either locally in campus online catalogs or centrally in the UC union catalog.  For products that are not yet online but that are included in this license, <vendor> will make MARC records available when new titles are added to the web site.

•	Title list. The <vendor> will provide to the CDL a list of the prospective titles with ISBNs or ISSNs, preferably in a comma-delimited format, and stable URLs for each resource.

•	Linking. The California Digital Library will provide links to the <vendor product> content from its OPAC and also from the <vendor product> citations to UC holdings statements.  The <vendor> will cooperate with the California Digital Library in creating effective links and will work with the California Digital Library to implement linking via OpenURL/SFX. 

•	Educational use.  Since the University of California is an educational institution, it will have the right to use electronic copies of portions of these products in connection with classroom instruction, including course packs, electronic reserves, and course management systems

•	Permitted uses: Sec 108 interlibrary loan.  <vendor> will allow creation of an electronic copy of content for interlibrary loan between libraries for non-commercial, educational purposes.  Both the University of California library and the borrowing library shall comply with Section 108 Interlibrary Loan provisions of the Copyright Law and CONTU Guidelines. 

•	MetaSearch – will the vendor provide a separate access path and search page for each resource for MetaSearch access?  For more detailed information, see http://www.cdlib.org/about/publisher_info_pub/CDL_DB_Vendor_Req_60401.rtf

•	Usage statistics. The <vendor> will provide usage statistics to UC at the campus/lab level on a monthly basis for the individual <vendor product name> products.

•	Authentication.  While the initial means of authentication will be via IP addresses, as UC begins to move to certificate authentication, <vendor> will cooperate in implementing additional or alternative authentication measures.

•	Training.   <Vendor> will provide training materials for each UC campus.

•	Authorized Use. The University of California is a single institution with 10 campuses (not a consortium).  Faculty, staff, and students use our resources on premises and remotely using access via a secure network.  Members of the public may use resources on our premises only.  Our license agreement will be signed by the Regents of the University of California and must not limit authorized users by location or distance.  

•	Uptime warranty.  <vendor> must provide reasonable assurances regarding the availability and performance of its servers.  We require an average 98% uptime per month.  

•	The University of California requires that law of governance be the state of California.

•	Suspected breach and remedy.  Both parties agree to notify the other in cases of suspected breach of contract, and allow 30 days for cure.  Offending IP addresses can be temporarily terminated while remedy is being sought. 

This letter shall not constitute a binding contract between <vendor> and the University of California, but purports to set forth a good faith obligation to negotiate terms to be incorporated in a definitive Agreement that will be defined and approved by both parties within the next ninety (90) days.

During this negotiation phase, the University of California will be able to access the products referenced above on <vendor product name>, beginning as soon as possible.  Access will continue uninterrupted as indicated by your acceptance and signature on this letter.  

Sincerely,

<campus authorized representative>
<title>
<Campus address>

cc:   Adriana Moran, CDL at UCSD
    	 Curtis Lavery, CDL

<vendor>						<campus>

__________________________		____________________________
Authorized Signature for <vendor>		 	Authorized Signature for <campus>
 
__________________________		____________________________
Name (please print or type)				Name (please print or type)

__________________________		____________________________
Title							Title

__________________________		____________________________
Date							Date