Checklist of Points to be Addressed in a 
California Digital Library License Agreement

This document provides an overview for information resource providers of terms to be included in license agreements with the CDL for electronic resources of all types.  More detailed information is available on the web page created Especially for Vendors and Content Providers and in the CDL Model License.

 CONTENT and ACCESS

1.	Archiving — The agreement should clearly state archival responsibility and should allow the University of California to copy data for the purpose of preservation and/or the creation of a usable archival copy.  If the agreement does not permit the University of California to make a usable preservation copy, the agreement should specify who has permanent archival responsibility for the resource, and under what conditions the University of California may access or refer users to the archival copy.  The electronic journal subscription should include one print archival copy of licensed content.
2.	Perpetual License — Electronic content represents significant and permanent assets for the University.  The agreement should include a nonexclusive, royalty-free, perpetual license (that survives any termination of the agreement) to use any licensed materials that were accessible during the term of the agreement.  Perpetual access should be in a manner and form substantially equivalent to the means by which access is provided under this Agreement; that is, permanent rights to use the information for which the University has paid, even in the event that a licensed resource is subsequently canceled or removed.  UC will work with the licensor to develop a mutually acceptable means for ongoing access to the permanently licensed content.  
3.	Completeness of content  — If electronic content has print counterparts, the electronic content should be available before, or no later than, its print equivalent and should include all editorial content in the print equivalent. Special issues and supplements should be included.  (Vendors should notify the CDL when the electronic version contains more than the print.)  
4.	Linking to and from content — Providers should recognize that the ability to link to and from existing finding tools and content is a significant asset for the University of California. Seamless access from citations in established indexing and abstracting services and from bibliographic records in online catalogs to the full text of cited content is of critical importance.  
Linking from citations to full text.  Products should be designed to accommodate linking from bibliographic records in online catalogs and major indexing and abstracting databases directly to the titles and articles in vendor-maintained repositories.  Use of a provider's "front-end" or gateway should not be required for access to either journal titles or articles.  Full text resources should provide the University of California the ability to easily and routinely create and maintain links using the Open URL standard from other bibliographic databases to the corresponding full text of digital content. 

Inventory of licensed materials
UC requires the following from the publisher:
•	a document containing the algorithm for computing article level URLs
•	a technical contact person
•	a list of the journal titles  licensed in this contract including the following:
•	journal title
•	print ISSN
•	electronic ISSN (if assigned)
•	journal title code (if needed in the URL)
•	date of the first electronic issue
•	volume/issue of the first electronic issue
•	format of the articles (PDF, HTML, TeX, etc.)

An automatic notification procedure is needed when new titles are added to the site or titles are deleted or changed.  Once implemented, Licensor should give CDL 30 days notice if the algorithm changes.  More detail on linking is available on the CDL vendor information page.
If the publisher is a member of CrossRef:  The CDL needs to be able to use metadata found in an A&I citation to establish dynamic links to the article at the publisher’s site.  The CDL is willing to work with publishers that are members of the CrossRef and DOI community to establish the dynamic links using the metadata in the CrossRef record to discover the DOI of the article.  The CDL needs to be able to send queries to CrossRef in real time and use existing redirection methods to resolve the query to the full text of the article.  The CDL needs commitment from publishers that are CrossRef members that ALL of the full text available on their web sites has a corresponding metadata record in the CrossRef database. 
Links to holdings in catalogs.  Providers should recognize that libraries and library users need to find locations in local holdings as quickly as possible for titles in citations. 
For more information on technical requirements for linking, please see the CDL technical requirements specifications for databases, web sites, and ejournals on the CDL vendor information page.
5.	Server availability and performance — Vendor should provide reasonable assurances regarding the availability and performance of its servers, including redundancy and disaster plans.  Two CDL documents, the CDL technical requirements for ejournals and databases and web sites, specify that the server should be available 99% of the 7-day week on a 24-hour basis.  See the technical specifications for more detailed information.
6.	Improvements to functionality — The CDL expects continuing improvements and updates to the interface and functionality, at no additional cost, as described in the technical requirements documents on the CDL vendor information page.

LICENSING

7.	Permitted uses: Sec 107 "fair use" — The agreement should not restrict or abrogate the rights of the University of California or its user community permitted under copyright law.  Those uses include, but are not limited to, displaying, printing, downloading, and copying.
8.	Permitted uses: Sec 108 interlibrary loan — The agreement should describe permitted interlibrary loan use in detail. The lending library should be able to post an electronic version of the article to the ILL web site for an ILL patron to view, whether or not both libraries license or subscribe to the materials. There should be no additional record keeping beyond that required for copyright compliance by the borrowing/lending libraries.  There should be no additional record keeping beyond that required for copyright compliance by the borrowing/lending library.
9.	Permitted uses: Course packs and electronic reserves — The agreement should allow the creation of course packs and electronic reserves maintained by the libraries of the University of California.
10.	Permitted uses: Classroom use — The agreement should allow the creation of multiple copies in print or digital form for classroom instruction to the extent permitted by the classroom use provisions of copyright law.
11.	Authorized users — UC licenses use by authorized users of the University of California. Authorized users include all faculty, staff and students affiliated with the University of California, regardless of location, and all onsite library users.  Authorized users may include small, remote research units and individuals worldwide. Provisions that limit access by geographic location are not acceptable.
12.	Users at public workstations — Incidental, walk-in use in UC facilities by non-affiliated, unauthenticated users must be permitted. The University is required by law to allow such access.
13.	Means of authentication/authorization — Agreement should not require the use of an authentication system that is a barrier to access by authorized users. Access to products should not require individual passwords and/or user ID's and UC must be allowed to use proxy servers to facilitate remote access for Authorized Users.  Publishers agree to cooperate with the University to implement access control mechanisms compliant with the University of California's authentication infrastructure as they are developed, such as Public Key Infrastructure (PKI) digital certificates. 
Currently, the University of California requires and uses a large network address space that is managed in a distributed fashion.  Each campus Network Operation Center (NOC) registers its own address space with the InterNIC and manages those addresses locally.  In addition some campus units choose to contract with external ISPs for specialized services such as modem pools for dialup service and proxy services.  These services require the use of IP addresses not registered to UC in the InterNIC database, but which are dedicated to use by UC faculty, staff, students, and library patrons.  The UC Authentication Workgroup has been charged with recommending a method for campuses to keep this list current. 
14.	Parties to License — Authorized Users may not be a party to the license and the University of California cannot take responsibility for the actions of Authorized Users or any other third party.
	“Dual licenses”— The publisher/vendor should not cause authorized users to enter into a potentially binding agreement with the publisher (e.g., a “click-through” license) independent of the institutional agreement with the University as a condition of use of its product.  If the publisher expects to employ such an agreement, provisions will be included in the institutional agreement describing the independent user agreement, providing for review and concurrence in that agreement by the University, and providing assurance that the terms of the user agreement are not in conflict with the terms of the institutional agreement.
15.	Termination of Access — In cases of suspected violation of license, the publisher/vendor should give fifteen days notice prior to terminating access at the site of the alleged violation (i.e., the IP address associated with the alleged violation). UC will be given 30 days to cure the violation before the license can be terminated by the Licensor.
16.	License posting — The California Digital Library will post redacted copies of all licenses on a UC web site.  All reference to business terms and names are removed.  The purpose of the web site is to enable users of the California Digital Library to understand and comply with the terms and conditions specified in each license.
17.	ADA compliance — The agreement should require the publisher/vendor to present its data in a form compliant with UC policies and practices designed to comply with the Americans with Disabilities Act.  The CDL follows guidelines set forth by the World Wide Web Consortium at http://www.w3.org/wai.
18.	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. (“Standard” third-party indemnification language is as follows:

“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 any copyright or any other proprietary 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 it 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.”

BUSINESS

19.	Journals — Prefer electronic content and access pricing independent of print.  The electronic subscription should include one print archival copy of licensed content and campus print subscriptions should be available at a discount.  Cost of electronic should be less than cost of print.  Maintenance of print subscriptions in order to access the electronic product should not be required. The business model should provide incentive to move from print to digital.  Content from aggregators who do not have ownership rights should be priced to reflect the lack of perpetual access rights.  If the electronic version contains less than the print version, the electronic should be discounted.
20.	All Electronic Resources — Prefer business models that do not limit the number of simultaneous users.  If simultaneous user limits are necessary, shared ports among participating campuses are required.
21.	Journals and Databases/Websites — If significant content is removed from access (i.e., important titles are removed or total content is reduced by 10%), the price should reflect the product’s reduction or a refund should be issued.
22.	Cancellations — Cancellation of electronic journals should be possible on a title-by-title basis.
23.	Agents — Libraries should have the option of using subscription agents for both print and electronic journals.

MANAGEMENT

24.	Site — Each campus of the University of California is defined as a site and has a single administrative officer.  The UC Office of the President is an administrative unit for the system as a whole that houses the California Digital Library and must also have access to CDL-licensed material.
25.	Extension of Service — At UC’s discretion, it may offer access to UC-managed laboratories and other UC-related entities.
26.	Use Data — Licensor must provide both composite use data for the system-wide CDL and itemized data for individual campuses, on a monthly basis.  Use data should be at the level of detail required for objective evaluation of both product performance and satisfaction of user needs, including title-by-title use of journals.  Providers should follow the International Coalition of Library Consortia (ICOLC) “Guidelines for Statistical Measures of Usage of Web-Based Information Resources…” UC use data will be posted on an internal web site for the use of collection development personnel.
27.	Confidentiality — Confidentiality of individual users must be maintained.  User data should not be reused or sold to third parties without permission. The CDL requires that vendors comply with the University of California Privacy Policy and the ICOLC Privacy Guidelines for electronic resource vendors available on the ICOLC web site.
28.	Renewals — Publisher/vendors should provide 120-day renewal notices.
29.	URL checking — The California Digital Library (CDL) creates and maintains persistent identifiers (PIDs) to link entries in catalogs to licensed resources.  The CDL will periodically validate PIDs to assure that they still resolve to the correct URLs.  If Licensor’s site maintains a robots.txt entry indicating that it does not permit programmatic access to the site, the CDL will assume permission to run its validation tool for the PIDs that CDL has assigned to the licensed content.  No reconfiguration of Licensor’s robots.text file is needed.
30.	 Customer support — Technical support/customer service should be available to provide assistance during standard 8:00 AM to 5:00 PM working hours for Pacific Time.

Where to Find Further Information about the University of California

The University of California Model License and factual data 
(names, locations, and sizes of UC campuses) are available on the web page:
Especially for Vendors and Content Providers.

Contact CDL Licensing Staff:
License Terms:  Curtis Lavery
Database/Web site licensing:  Wendy Parfrey
CDL Director, Shared Content:  Beverlee French
CDL Technical Representative:  Margery Tibbetts