Even if your law firm, business, or nonprofit is fortunate enough to have legal counsel review every proposed information resources contract or license agreement before signing, it’s another matter to actually engage in negotiations to arrive at terms with which your organization is satisfied. Nearly everything is negotiable so, if you have a business need to make a change and the will to address it, go for it. While it’s most productive to address desired terms and outcomes with the vendor as soon as you start seriously considering a product or service, the reality is that you may not know there are objectionable terms until you see a proposed agreement and read it line by line, considering the implications for your users. When it comes to information resources or research database contract management, here are just a few typical terms that might require adjustment.

Out-of-Plan Costs

You might consider entering into a multi-year contract for predictability — to know your exact expense for two or three years and to take advantage of discounts or advantageous pricing. Watch for terms associated with use of information resources outside of your agreement. If named content is something you expect users to need, it should be incorporated into your plan. If there might be occasional need but not enough to warrant inclusion, verify that the system requires informed acceptance on the user’s part before incurring charges. And if contract terms include fees for use beyond a certain level (much like an automobile lease agreement), take time to calculate your organization’s total potential liability and assess your tolerance for risk.

Tying Print and Online Resources

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Vendors that publish information resources in both print and digital format are motivated to minimize loss of revenue from one format as customers move to another delivery mode. This may manifest itself in the form of a clause restricting or penalizing cancellation of print or otherwise tying the e-resource to maintenance of print. Traditionally, this was presented as a deep discount on print purchases when a customer bought online information resources from a vendor, with a multi-year obligation to both the print and digital content. Now, there may be a requirement that your organization retain its print subscriptions, or a certain amount of them, for the duration of the contract for digital resources. You’ll want to consider the total potential cost and inflexibility of that commitment.  

Usage Data

A contract for information resources should address the collection and reporting of usage data, both in terms of individual users’ privacy and in terms of aggregated usage statistics. Usage information is key to your ability to assess the utility and value of the product or service to your organization and the potential need for internal marketing and user education.

There are, of course, many other terms that may raise concerns or require adjustment for your particular information needs. If you, or the person responsible for library and information management, read the agreement closely and negotiate to reach a fair and acceptable agreement, your organization and the vendor will have done better by your users and will be much less likely to encounter disputes during the life of the contract.

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