Licensee: The University
Licensor: The Publisher
I. Definitions
In this Heads of Agreement the following terms shall have the following meanings:
(a) 'The Site' means the premises of the Licensee together with other places in which access can be controlled by the Licensee;
(b) 'The Product' means the electronic publication;
(c) 'Viewing' means, without limitation, accessing, browsing, searching and retrieving the Product;
(d) 'Closed User Group On-Site/Off-Site' refers to a defined group of users who have a formal relationship with the Licensee (e.g. staff and students) and who may use the Product both on and off the Site;
(e) 'Open User Group Registered On-Site' refers to a group of registered members of the public who may use the Product on the Site;
(f) 'Open User Group Registered Off-Site' refers to a group of registered members of the public who may use the Product off the Site;
(g) 'Allowed Activities' means all those activities by the Licensee that do not infringe copyright including, without limitation, the rights described as being 'allowed' in the matrix attached hereto;
(h) 'The Fee' means the agreed payment by the Licensee for the licence granted.
II. The Agreement
(a) The Licensor acknowledges and records the Licensee's general right to perform all of the Allowed Activities.
(b) The Licensor agrees to grant to the Licensee a non-exclusive licence to do all of the further activities described as Permitted Activities in this Heads of Agreement for the Fee on the terms set out in this Heads of Agreement.
III. Permitted Activities
The Licensor grants a licence to the Licensee:
(i) to use the Product on an authorised Personal Computer on the Site or on one central processing or main frame computer and on any authorised personal computer connected to such a computer;
(ii) to use the Product within any Local Area Network on the Site which incorporates reasonable security precautions to limit access to authorised users;
(iii) to transmit the Product electronically to users in the category 'Closed User Group On-Site/Off-Site', 'Open User Group Registered On-Site' and 'Open User Group Registered Off-Site';
(iv) to provide users in the category 'Closed User Group On-Site/Off-Site' to view the Product at any computer terminal at the Site. They should also be entitled to make copies electronically or on paper or request for material via an Electronic Document Delivery service of the library;
(v) to provide users in the category 'Open User Group Registered Off-Site' to view full text documents and to copy the material electronically or on paper. Electronic Document Delivery services will be provided on a pay-per-use basis and royalties will be forwarded to the rights owners.
IV. Prohibited Activities
The Licensee agrees that it:
(i) shall not use or permit the use of all or any part of the product on any Local Area Network connected to a Wide Area Network, save that such use shall be permitted where access is restricted to authorised members of the Closed User Group whether by password protection or otherwise howsoever;
(ii) shall not provide access to the Product to users in the category 'Open User Group Unregistered Off-Site;
(iii) may not exploit any part of the product commercially or non-commercial other than the permitted activities under III, e.g. may not sell, rent, lease, loan, transfer the Product, whether without charge or for payment, to any third party, without the written consent of the Licensor;
(iv) may not undertake any activity which may impede the Licensor's ability or opportunity to market the Product.
V. Responsibilities of the Licensee
The Licensee agrees that it:
(i) will take all reasonable steps to ensure that the Product is used in accordance with the terms and conditions of this Agreement, and shall inform all users of the permitted use, restrictions and provisions set out herein;
(ii) will implement the technical safeguards or mechanisms provided by the Lisensor to comply with the contractual limitations;
(iii) will notify the rights owners of infringements by users, though cannot be held responsible for the intentions of the end-users once they have acquired the information.
VI. Responsibilities of the Licensor
The Licensor warrants to the Licensee:
(i) that it has full rights and authority to grant the licence to the Licensee and that the use by the Licensee of the Product in accordance with this agreement will not infringe the rights of any Third Party. The Licensor undertakes to indemnify the Licensee for and against all loss, damage, costs, claims and expenses arising out of any such infringement;
(ii) that it will retain and keep for the duration of this Agreement the full rights and authority to grant the licence to the Licensee and will indemnify the Licensee for and against all loss, damage, costs, claims and expenses arising out of any such infringement.
VII. Copyright and Copyright Acknowledgements
Without prejudice to the other provisions of this Agreement relating to any extract or text, all extracts from the Product which are included in any publications, essays, internally circulated papers, or material for class/course product contain the following copyright statement:
* Reproduced from ....., Copyright (copyright symbol, date and publisher).
VIII. Choice of Law/Forum
The Parties agree to submit to the exclusive jurisdiction and laws of the country in which the statutory seat of the Licensee is situated for enforcement and interpretation of this licence and of all of the rights and obligations under it.
IX. Heads of Agreement
These Heads of Agreement are subject to contract and are not intended to be legally binding nor do they represent a complete summary of the contractual or commercial aims of the parties, but express their desire and understandings subject to obtaining legal and other professional advice and executive approval. If executive approval is given, these Heads of Agreement will form the basis of negotiation of a detailed Agreement.
ECUP, 25 September 1996