AALL 2011 in Philadelphia: Anatomy of a License Agreement

On 25 July 2011, AALL hosted a panel discussion attracting at least 250 attendees. Coordinated by Michael G. Bernier, Director of Library Relations, BNA and moderated by Christine L. Graesser, Head Legislative Librarian, Connecticut Legislative Library, the speakers were:

• Lesley Ellen Harris, lawyer, author and educator, Copyrightlaws.com
• Katherine Lowry, Director of Information Resources, Baker & Hostetler
• Tracy L. Thompson-Przylucki, Executive Director, New England Law Library Consortium, Inc.

Bernier described the discussions “like listening in on a living room conversation between three experts!”

Some of the many questions discussed:

How should the license define licensed content? Usually falling under “Subject Matter” in a license, the content should be defined by title with a 1-3 sentence description. Clarity is key so that all can easily identify the content with the license.

Who can sign the agreement? Only those who have been authorized by the organization. That may be a librarian or purchasing officer or manager.

How will users access the content? IP authentication is most popular. A username and password does not work well in a larger library. Remote access is necessary in most circumstances.

What are indemnity clauses? A warranty guarantees that the licensor has the rights it says it has and can license the content to the licensee. If the warranties are untrue, then the licensor must indemnify the licensee e.g. pay legal costs for an infringement action.

Are automatic renewals a good idea? In Katherine’s law firm, automatic renewals are generally not part of their licenses. Generally, automatic renewals should only be included in a license subject to notification by one or both parties notifying the other party.

What is an ideal duration for the length of a license? Short! One to three years was the consensus amongst the panelists.

What are the global implications of licensing? Ensure that the license addresses the currency of payment as well as who is responsible for various national taxes. Consider naming a country whose laws will govern the license as well as the country in which a law suit may take place.