| | We do like the language relieving the library of liability for breaches by its users unless the library knowingly assisted or condoned the continuation of the breach. |
TERM AND TERMINATION
In addition to automatic termination (unless renewed) under clause 2.2, this License shall be terminated:
if the Licensee wilfully defaults in making payment of the Fee as provided in this License and fails to remedy such default within [thirty (30)] [sixty (60)] days of notification in writing by the Publisher;
| | Comment: Sixty days is better than thirty, and insist on written notice. Sometimes your parent institution may be a little slow paying its bills. |
if the Publisher commits a material or persistent breach of any term of this License and fails to remedy the breach (if capable of remedy) within [thirty (30)] [sixty (60)] days of notification in writing by the Licensee;
| | Comment: Breaches can go both ways. Make sure you notify the vendor promptly—and repeatedly—of any problems. |
if the Licensee commits a wilful material and persistent breach of the Publisher’s copyright or other intellectual property rights or of the provisions of clause 3 in respect of usage rights or of clause 6 in respect of prohibited uses;
| | Comment: Make sure you get written notice of any suspected breaches of the agreement or copyright violations, and time to respond and remedy the problem. Think about how, and who, decides if there has been a wilful material and persistent breach. |
if either party becomes insolvent or becomes subject to receivership, liquidation or similar external administration.
| | Comment: This type of “ipso facto” clause may not be enforceable in bankruptcy. |
GENERAL
This License constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter of this License, whether oral or written.
