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SCOPE is administered by the Follett Implementation |
AN AGREEMENT made this .......... day of ............................ 19.........
1. The parties to this Agreement are ......................(hereinafter known as ‘PL’), whose address is .............................................................................................................................. and The University of Stirling (hereinafter known as SU) whose address is The University of Stirling, Stirling FK9 4LA, UK.
2. PL is either the owner of a Literary Work or Works (hereinafter known as ‘The Work’) or is authorized to permit the license of the work which it wishes to license to SU (details of The Work are recorded in Appendix 1). SU wishes to develop a service as part of the library services of SU SCOPE Project Consortium Member Institutions (hereinafter known as CMIs[CMIs are listed in Appendix 2]) to have The Work converted into machine readable form so that :
(i) SU may supply students at CMIs with course packs consisting of The Work and any other Works that SU obtains licenses for under the same or similar terms; and
(ii) authorized staff and students at CMIs can access, display, retrieve and print pages from The Work for the purposes of private study only and not for resale.
No user will be permitted to use The Work, or any part of it, for commercial purposes. CMIs will indemnify SU against breach of this agreement by staff or students at CMIs.
3. The following words or phrases, when used in this Agreement, including attachments or appendices will have the meaning ascribed to them in this Clause:
‘Agreement’ will mean this document, including all of its terms and conditions and any appendices that are attached to it and signed by PL and SU.
‘Authorized user’ means any member of staff or registered student of a CMI anywhere in the UK who is authorized by a CMI to use the work.
‘Display’ is the output, in part or in full, of records retrieved in a search which are displayed on the video screen of any terminal, workstation or personal computer used by an authorized user.
‘Downloading’ means the transfer of data in any form from the Service to any computer storage device, computer peripheral or computer so that it survives an individual search session. Downloading does not include printing output from a search, any momentary process by which data are transferred from one computer to another or from a computer to a printer for the sole purpose of printing output from a search, or any actions undertaken by SU to undertake loading or updating the Service from material provided by PL.
‘Print’ is the output, in part or in full, of records retrieved in a search and which is either printed on a printing device that is part of, or connected to, an authorized user’s workstation or terminal or is printed at a centralized printer in a CMI.
‘Reading’ is a piece of text, together with relevant bibliographic information, that has been recommended for inclusion in the Service by a member of staff at a CMI.
‘Course pack’ is a compilation of Works including the Work and other Works that SU obtains licenses for under the same or similar terms, that together represent the recommended readings for students at a CMI undertaking a course of study.
‘Record’ is a complete machine readable unit of the Service that represents a single designated reading from a reading list, including all tagged fields containing data primarily associated with that text.
‘Revenues’ will mean total revenues collected by SU for access to, or use of the Service by authorized users.
‘Royalty’ is the amount to be paid by SU to PL.
‘Search’ is the execution of a command or commands to a computer.
‘Service’ will mean the SU computerized system comprising this and other Works, as offered to authorized users.
4. PL grants to SU a non-exclusive license, subject to all the terms and conditions of the Agreement, to use The Work in the following ways:
4.1 to process The Work (including conversion if necessary into machine readable form by whatever means SU chooses) for the purpose of creating searchable and displayable files based in The Work and any other Works that SU obtains licenses for under the same or similar terms, and to load those files onto the Service;
4.2. to permit authorized users to perform searches using the Service, and/or to download or print the results of such searches;
4.3 to make copies of any machine readable version of The Work and updates for back-up purposes;
4.4 to permit any CMI to create course packs in the form of non-electronic perceptible form, e.g. prints, Braille or audio recordings, for sale to authorized users for private study purposes only and to permit authorized users to reproduce The Work in the form of non-electronic visually perceptible form , e.g. prints for private study purposes only. Braille or audio recordings will only be offered to authorized users who are considered by the CMI to be visually impaired. An authorized user must make only one print of the work and may not under any circumstance give a second print, whether for sale or not, to any third party, whether or not that third party is an authorized user.
4.5. to permit authorized users to download The Work for their own private study purposes only. Such downloaded material may not under any circumstances be copied and given to anyone else;
4.6 to reproduce, distribute or publicly display single prints of The Work for the purposes of marketing, promoting, testing or developing the Service, or for training authorized users of the Service in a manner compatible with the educational purposes of CMIs.
5 This license is granted on condition that SU prints on course packs notice (i) as follows and draws to the attention of authorized users of the Service message (ii) as follows:
(i) This work is protected by copyright. No part of this work may be reproduced without the written permission of the copyright owner.
(ii) This work is protected by copyright, and duplication or sale of all or part of it is not permitted, except that you may make one copy of the work for your own private study purposes either as prints or by downloading. Such prints or downloaded records may not be given, whether for sale or otherwise, to anyone else. You are not permitted to alter any downloaded records without prior permission from the author(s) of the work.
6. PL does not warrant or guarantee The Work in terms of the comprehensiveness, accuracy or reliability of its contents.
7. SU acknowledges that no transfer of ownership of copyright is conveyed by this Agreement. The copyright in any additional data added by SU to The Work, and any search software, user guides and documentation that are prepared by SU to assist authorized users of Service shall belong to SU.
8. SU agrees to cause the Service to display the following notice whenever any authorized user is given access to the Service:
Works in the SCOPE resource bank are protected by copyright, and duplication or sale of all or part of any work in the resource bank is not permitted, except that you may make one copy of any work for your own private educational purposes either as prints or by downloading. Such prints or downloaded records may not be given, whether for sale or otherwise, to anyone else. You are not permitted to alter any downloaded records without prior permission from the copyright owner
9. SU will use its best endeavours to take all necessary, legal, technical or otherwise measures to prevent unauthorized access to, duplication of, or distribution of The Work.
10. SU will pay PL royalties based on the following calculation:
R = I x X/Y x 0.25
Where R is the royalty, x is the number of pages of original printed material supplied by the publisher, y is the total number of pages of original printed material, and I is the net income received by SU for the pack in which The Work is included
or
2.5 pence per page of original printed material whichever is greater.
No royalties shall be paid for use of The Work, including printing and downloading, by staff of SU or CMIs for the purposes of marketing, promoting, demonstrating or testing the Service or for any training of authorized users of the Service. No royalties shall be paid for any display of all or parts of The Work.
11 SU shall at its sole discretion decide what charges, if any, it shall make to authorized users of the Service.
12 SU agrees to pay PL the royalties on a [quarterly/annual] basis. SU agrees to keep such books and records as are required to document the calculation of all components of royalty payments due to PL. PL’s properly appointed auditors shall have reasonable access to SU’s records to check SU’s calculations in applying the formula in Clause 10.
13 PL shall promptly at its expense provide SU with a copy of The Work in an agreed format or will authorize SU to obtain a copy of the Work for inclusion in the Service. SU shall, if necessary, at its expense convert The Work into a format suitable for its operations.
14 PL represents and warrants to SU that it is the sole owner of the copyright in The Work or that it is duly licensed or authorized to grant the rights it offers in this Agreement in respect of the copyright material contained in The Work, and that The Work used as contemplated in this Agreement will not infringe any copyright or other proprietary or intellectual property rights, including moral rights, of any natural or legal person. PL shall indemnify and hold SU harmless from and against any loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any actual or alleged infringement of such rights. SU shall promptly inform PL of any such infringement or suspected or threatened infringement upon SU becoming aware of the same. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not apply to any data added by SU to The Work.
15 PL further represents and warrants to SU that The Work will not contravene any laws, including but not limited to the laws of libel, defamation and contempt of court (or concepts approximating thereto). PL shall indemnify and hold SU harmless from and against any loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any illegality or alleged illegality. Any party shall promptly inform the others of any illegality or alleged illegality upon the party becoming aware of the same. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not apply to any data added by SU to The Work.
16 The parties may from time to time by mutual agreement amend the details of The Works covered by this Agreement and shall in such circumstances amend the Appendices accordingly.
17. This Agreement shall take effect on execution hereof and shall continue until the expiration of the SCOPE Project unless either party gives the other not less than ninety (90) days’ notice in writing prior to the expiration of the initial term or any additional term or terms. This agreement and agreements on the same or similar terms relating to other Works included on the Service will expire on 31 July 1998..
18 In addition to any remedy available to it by operation of law or otherwise, SU on the one hand and PL on the other may terminate this Agreement immediately without further obligation in the event of:
(i) any breach of this Agreement which cannot be remedied or is not remedied within thirty (30) days of the party in breach being requested to do so by any other party;
(ii) any party making any composition with or assignment for the benefit of its creditors;
(iii) any resolution being passed or petition being presented to wind up any of the party’s business (otherwise than for reconstruction or amalgamation) or receiver being appointed of the whole or part of the party’s assets.
19 All notices from one party to any other party shall be sent by recorded delivery to the addresses specified above unless prior notice shall have been given of any change of address.
20 This Agreement shall be governed by the law of Scotland.
21 PL and SU shall be under no liability for any loss or for any failure to perform any obligation hereunder due to causes beyond their control including, but without limitation, industrial disputes of whatever nature, acts of God, hostilities, force majeure or any circumstances which they could not reasonably foresee and provide against.
22 All matters contained in this Agreement and any associated information and documentation shall be treated as confidential by the parties unless such matters are or become within the public domain. This obligation shall survive the termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto, who are authorized signatories, have executed this Agreement as of the date first above mentioned.
BY:
PL
BY:
SU
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Page created by Helen Pickering, SCOPE Liaison Officer. Email h.v.pickering@stir.ac.uk
Last updated 26 May 1997.