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A more likely scenario is that a license containslanguage requiring your library to pay for the licensor to audit yourlibrary should the licensor’s audit reveal your library breached the

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ELECTRONIC RESOURCES IN ACADEMIC

LIBRARIES

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ELECTRONIC RESOURCES IN ACADEMIC

LIBRARIES

A Practical Handbook

COREY S HALAYCHIK

BLAKE REAGAN

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Chandos Publishing is an imprint of Elsevier

50 Hampshire Street, 5th Floor, Cambridge, MA 02139, United States

The Boulevard, Langford Lane, Kidlington, OX5 1GB, United Kingdom

Copyright r 2018 Elsevier Ltd All rights reserved.

No part of this publication may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or any information storage and retrieval system, without permission in writing from the publisher Details on how to seek permission, further information about the Publisher’s permissions policies and our arrangements with organizations such as the Copyright Clearance Center and the Copyright Licensing Agency, can be found at our website: www.elsevier.com/permissions This book and the individual contributions contained in it are protected under copyright by the Publisher (other than as may be noted herein).

Notices

Knowledge and best practice in this field are constantly changing As new research and experience broaden our understanding, changes in research methods, professional practices, or medical treatment may become necessary.

Practitioners and researchers must always rely on their own experience and knowledge in evaluating and using any information, methods, compounds, or experiments described herein In using such information or methods they should be mindful of their own safety and the safety of others, including parties for whom they have a professional responsibility.

To the fullest extent of the law, neither the Publisher nor the authors, contributors, or editors, assume any liability for any injury and/or damage to persons or property as a matter of products liability, negligence or otherwise, or from any use or operation of any methods, products, instructions, or ideas contained in the material herein.

British Library Cataloguing-in-Publication Data

A catalogue record for this book is available from the British Library

Library of Congress Cataloging-in-Publication Data

A catalog record for this book is available from the Library of Congress

ISBN: 978-0-08-102107-1 (print)

ISBN: 978-0-08-102108-8 (online)

For information on all Chandos Publishing publications

visit our website at https://www.elsevier.com/books-and-journals

Publisher: Jonathan Simpson

Acquisition Editor: Glyn Jones

Editorial Project Manager: Katie Chan

Production Project Manager: Debasish Ghosh

Cover Designer: Christian J Bilbow

Typeset by MPS Limited, Chennai, India

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Blake would like to dedicate this work to:

Dr R Kendra Kemmet: Thank you for providing me excellent medicalcare, and for giving me hope, when I was facing the most difficultcircumstances of my life

My parents, for their encouragement and support Thank you forteaching me many valuable skills

And, to Mark Paganelli, for believing in me, giving me excellentguidance, and giving me many opportunities to advance my career.Corey would like to dedicate this work to:

Chris, for being the best assistant ever!

Houndini and the Bear for bringing me joy

And, Nyarlathotep for showing me The Way

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vii

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Single Username/Password of Email Format 106

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ABOUT THE AUTHORS

leadership positions in the hospitality, map publishing, and libraryindustries He has worked across many library departments, includingreference, access services, and electronic resource units in both public andacademic settings where his work and research have focused on improvingefficiency, teamwork, and leadership skill development He previouslyserved as Chair of the Department of Library Services at Three RiversCollege in Poplar Bluff, Missouri, and his current role is AssistantProfessor and Head, Acquisitions and Continuing Resources for TheUniversity of Tennessee Knoxville Corey is also co-founder andco-director of The Collective (thelibrarycollective.org), a professionallibrary gathering founded in 2015 and dedicated to reinventing the libraryconference landscape He holds an MLIS from Florida State Universityand a MS in Leadership from Grand Canyon University He is a Floridanative but currently resides in Tennessee with his faithful sidekick,Jackson the Wonder Hound

Tennessee at Knoxville He has an active Tennessee law license as of 2007and has worked in higher education procurement since July 2008 He iscurrently the director of procurement services for The University ofTennessee In 2015, Blake received the Young Procurement ProfessionalAward from the National Association of Education Procurement

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Contracts: They are, almost literally, everywhere From your socialmedia accounts, to your laptop, to your cell phone, to your credit ordebit card, most of daily life is governed by contractual terms As inyour personal life, much of your professional life is governed by con-tracts, too This book is written for electronic resource professionalsworking in libraries

In this book, we recommend other books, training seminars, blogs,and other training programs These recommendations are all unpaidendorsements, and represent the authors’ experience with these books,seminars, programs, etc While the authors hold strong opinions as to thequality of their recommended sources, the authors are not responsible foryour use of these sources, and the authors’ statements do not guaranteeany particular results

Lastly, here is an important disclaimer: nothing in this book is legal orother professional advice While the authors relate stories of changes orpractices that have benefitted their employers, the authors do not makerepresentations about the likelihood of these practices producing the same

or similar results for your organization

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Blake Reagan specially thanks Kenneth A Adams, author of A Manual ofStyle for Contract Drafting, Fourth Edition, for granting permission to theauthors to utilize Mr Adams’ model contract language Citations appearwhere appropriate The authors highly recommend Mr Adams’ website,seminars, blog, and books Mr Adams’ seminar on drafting clearercontracts is particularly beneficial for anyone seeking to have a betterunderstanding of contract language Mr Adams inspires Reagan toimprove his contract-drafting skills continuously

Reagan also specially thanks The University of Tennessee for theirsupport throughout his career

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CHAPTER 1

Basics of Library Licenses

INTRODUCTION

What is a License?

While the analogy is not an exact parallel,1perhaps it is easiest to think of

owner (“landlord” or “licensor”) gives the tenant (“lessee”) rights to usethe property The landlord and lessee agree in a contract (“lease”) theterms under which the lessee may occupy the landlord’s premises When

it comes to intellectual property related to our purposes in this book,

to the licensee a nonexclusive right to use the licensor’s property in tain ways, and prohibits certain uses In exchange, the licensee will paythe licensor for the rights to use licensor’s property

the licensor might be licensing content that is owned by third-parties Inthat case, the third-parties have licensed content to the licensor, and thelicensor has the right to sell your organization a license

Licenses are contracts Contracts are binding agreements (“a promise

par-ties The general functions of a contract are to:

It might be useful to think of contracts as “private law,” a set of laws

to which the parties voluntarily agree

DOI: https://doi.org/10.1016/B978-0-08-102107-1.00001-7

© 2018 Elsevier Ltd.

All rights reserved.

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Why Do Licenses Exist?

Licensors use licenses to help ensure they can protect their property, orprotect the rights of others who own the property if the licensor is subli-censing the property Licensors use contracts to help create certainty andreduce risk as it relates to the licensed property Licensors also use licenses

to spell-out how licensees may use the licensed product

Without a license, (excluding whatever rights one might have underthe provisions of U.S copyright law, including Fair Use), no one coulduse the owner’s product Licenses allow an organization to use the prod-uct for the purposes, and at the price, stated in the license

Why Do Licenses Matter?

Licenses matter because licenses are binding legal documents Failure toadhere to the terms of a license could result in loss of access, extra costs(in the form of liquidated damages), audits, or lawsuits—or, all of thesenegative outcomes Moreover, failure to comply with a license’s termscould result in public-relations issues or other reputational concerns foryour organization Ultimately, licensors do not have to sell your organiza-tion a license to the licensor’s products Of course, licensors must selltheir licenses in order to stay in business, but your organization does nothave a right to the licensor’s content—unless you have a license agree-ment with the licensor

It would be difficult to overstate the importance of understanding

could sue your organization Moreover, it is possible that third-party tent owners could sue your organization, if your organization breachesthe license agreement A more likely scenario is that a license containslanguage requiring your library to pay for the licensor to audit yourlibrary should the licensor’s audit reveal your library breached the license.Alternatively, the license could require your library to pay liquidateddamages (a phrase that means a certain, stated amount of money, agreed-upon in the contract) to the licensor if your organization breaches thelicense agreement Also, it’s possible (though, probably unlikely) that a

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licensor could sue library staff in their individual capacity, especially if thelibrary is a private-sector entity.7

In this chapter, we will discuss a basic overview of the library-licenseacquisition process, and then discuss common terms that appear in librarylicenses We will close this chapter with a sample licensing agreement

Processes

The processes involved in the acquisition of library licenses will vary—attimes, perhaps dramatically—depending on various factors Some of thosefactors are:

tend to be more prone to red-tape];

than smaller ones];

process; and,

The coauthors backgrounds are in the public-sector, specifically in apublic higher-education organization Accordingly, the following contentdiscusses the general procurement processes involved in public-sectorlicense acquisition Please note that each organization’s processes willalmost certainly vary from the generic process outlined below More tothe point, unless specifically stated, please do not assume that our outline

of a generic process is our recommendation for you to adopt the process

as a best practice

Of course, all organizations (public and private) are governed by cable laws Almost all organizations, whether public or private, maintainofficial policies to govern internal conduct All entities will have proce-dures in place to accomplish goals and stay within the organization’s poli-cies The distinction between a public and private organization isnoteworthy because a major difference between the private-sector andthe public-sector is as follows: private-sector entities may do anything,unless laws prohibit the actions, whereas public-sector entities are only

appli-7

Most, if not all, government-sector agencies have sovereign immunity, which might shield staff from individual lawsuits, provided that the employee’s actions were within the course and scope of their employment Laws vary by state Consult your legal coun- sel for authoritative information.

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allowed to do what the law allows them to do In some cases, the ence might be theoretical because many private-sector entities have red-tape, just like government agencies.

differ-Whether public or private, the odds are that your library will workwith some, or all, of the following offices to acquire a license:

b Licensor’s external legal office (if no in-house legal office);

f Authorized official to sign the contract11;

When it comes to the internal review processes: some entities mightrequire a library to work with all of these divisions of the organization,8

Also commonly referred to as “purchasing,” and less commonly referred to as “supply chain” or “supply chain management.” In the private-sector, the office is often called a

“supply chain” office In the public-sector, the office is usually called “purchasing” or

“procurement.”

9

The private-sector often does not have a separate contract-review office In the sector, a growing trend in the United States is to merge the procurement and contract functions under one office.

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whereas other entities might have a more-streamlined approach In otherwords, your library might have to work with a procurement office, a con-tract office, a centralized business office, etc.

Of course, the license must be negotiated with the licensor When weuse the term “negotiated,” this includes: (1) negotiating the business-decisions (i.e., pricing, payment terms, time length, etc.); and, (2) negoti-ating the terms (i.e., interlibrary loan, governing law, etc.) Note that, forpurposes of this book, the coauthors will treat procurement and contracts

as the same process Generally, the coauthors will refer to all internalreview steps as the review process

If you “take-away” only a few key points from this book, one keypoint is that relationship-building with all the people at each stage of thereview process is critical to success Another key point is the power, andnecessity, of good processes The opinion of the coauthors is that manyorganizations focus too much on adding (sometimes costly) software, add-ing other technology, and adding staff, when simple process improve-ments and promoting better relationships with internal stakeholders couldsolve the problem and improve the entities’ functions

Understanding Stakeholder Perspectives

When it comes to creating a more effective license-review process, thereare many areas that we could discuss:

Of the above, in our opinion, relationship-building is one of the mostimportant Consider this: assume you are creating a business, and you’vesent your lawyer paperwork for review It is easy for us to assume thatour lawyer’s top priority is our paperwork and that she does not have anyother pressing concerns Similarly, it is too easy for any of us to considerthe licensing process from our limited perspective If my perspective isthat of a librarian, it is easy to assume that the procurement office does

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not have much to do In this hypothetical example, when another ment’s turn-around time does not meet expectations, you might assumethat the procurement office is suboptimally performing As is often thecase in large entities, it is too easy to shift blame to a different unit andstate that “they take forever” or “they just do not get it.”

depart-Understanding stakeholder perspective and duties is important, andwill help further your relationship-building with key stakeholder depart-ments It might be helpful to ask each stakeholder to meet with you regu-larly Perhaps show the stakeholder your office’s average monthlyworkload, and ask to see the stakeholder’s Be sure to approach thesemeetings with an open mind It is possible that a procurement office thatseems slow to outsiders is performing as well as it can under the given cir-cumstances Perhaps the office is short-staffed and the director is workingover 100 hours a week to help keep up with the workload Perhaps theorganization’s official policies, or even state laws, add metaphorical hur-dles to the process, which create sub-optimal process times Alternatively,the procurement office might not be aware of your library’s complaints It

is impossible for stakeholders to be aware of your concerns unless youcommunicate your concerns to them

It might be tempting to use "us vs them" thinking when looking atstakeholders To help maintain good professional relationships, it’s best tooperate on the belief that no stakeholder is an enemy When it comes tointernal stakeholders, all such stakeholders are on the same team.Focusing on building relationships with all internal stakeholders is a criti-cal task, and building relationships with stakeholders is a best practice thecoauthors recommend for your library

In the public-sector, the following stakeholders’ perspectives mightlook something like the following:

elimi-nation), and compliance The legal office’s perspective is often notfocused enough on the organization’s business performance As anattorney, and speaking from experience, one of the coauthors

elimi-6 Licensing Electronic Resources in Academic Libraries

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feels confident stating the following: many, but certainly not all,attorneys lose sight of the fact that the business leaders of anorganization run the organization, and, that legal advice is justthat—advice.

pro-curement laws, and (2) internal policies of the organization performing procurement operations are customer-focused, and viewall internal departments (e.g., your library) as a customer

policies of the organization, state laws, budget management, and all organizational concerns

over-payment, avoiding fraud, and ensuring that all payments complywith the contract or purchase order

adheres to law and the organization’s official policies

community Only your library will be able to identify all of thebusiness/operational issues that arise in a contract You cannot rely onthe other offices in the review process to determine whether your busi-ness needs will be met in a contract For example, the legal office, mostlikely, will not catch issues such as walk-in users, course reserves, etc

Common Steps and Time-Line

to the library

through the approval process

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7 The organization and licensor mutually agree on terms.

9 Supplier activates the library’s license

of the license

The cycle time (i.e., amount of time it takes from the beginning of aprocess to the end) can vary dramatically based on various factors Itmight be surprising for libraries to hear this, but, in our experience, thelongest delays usually result on the licensor’s side of things Suppliers havetheir own review processes, legal office, signature authority rules, etc.,which the licensor’s staff must follow

In our experience, common reasons for delays in cycle time are asfollows:

the approval process

campus mail)

comes to terms, and fails to create templates for public-sector agencieswhich contain terms that would be readily acceptable to most public-sector agencies

to revise its license

License Origination

When considering the library license, there are either “original” (new)licenses or amendments When it comes to amendments, libraries usu-ally process amendments to renew a license or to add products, orboth Typically, libraries will be responsible for ensuring that they mon-itor the end-dates of their licenses, and submit renewal documentation

in plenty of time If your organization is manually tracking renewaldates, the coauthors recommend buying an enterprise license for

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contract-management software to help ease the administrative burden

of manually tracking end-dates, renewals, etc

A rule-of-thumb for license processing (whether a new purchase, or

a renewal) is that you can never start the process too early If your nization has a lengthy approval process, the sooner you begin therenewal process, you will increase the odds of the process flowingsmoothly and decrease the odds of access being cut-off, or other accessdisruptions Also, focusing on building relationships with all stakeholders

orga-in the review process will allow your library to: (1) get a better standing of the time-line; and, (2) communicate your concerns aboutthe time-line to stakeholders who have the power to help improve theirpart of the cycle time

under-As discussed below, the coauthors recommend using master agreements

to make the licensing process more efficient Master agreements eliminatetraditional contract amendments (for the mere purpose of extending alicense or adding a product), which results in tremendous time savings andcost-avoidance for your library as well as your organization overall

Contacting the Supplier

When working with the licensor’s sales staff, a best practice for librarystaff is to communicate to the licensor the library’s estimated time-linefor its approval process In these instances, it is often best to “under-promise, and over-deliver.” In other words, you might want to con-sider padding your time-line estimate by a couple of weeks, or perhapslonger

If your organization is a public-sector organization, your organization’sprocurement staff will, almost certainly, make many changes to the licenseagreement’s terms Please keep in mind that the licensor’s salespersoninteracts with public and private-sector entities (including, in many cases,corporations and other nonlibrary entities) As a result, the salespersonmight not account for the fact that your organization is a public-sectororganization, which might have a lengthy approval process You willincrease the odds of maintaining a good relationship with the licensor’ssalespeople if you communicate, as clearly as possible, the next steps andthe estimated time-line

You can help improve the time-line by contacting licensors as early

as possible Often, salespeople are evaluated (and rewarded via bonuses)

on a quarterly basis Sometimes, salespeople will use the end of a

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quarter as leverage to try to get an organization to expedite review Asomewhat common tactic is for a salesperson to claim that pricing willincrease after the quarter ends While this might be true in many cases,salespeople often have the power to extend the validity of pricing intoanother quarter For more information on deadlines, and how rarelynegotiators actually enforce deadlines, see Chris Voss‘ excellent

Also, it is important to coordinate with all of your internal holders and ensure that your organization speaks with a united voice Theorganization will need to decide who will communicate with the licensoronce the organization makes all initial changes to the document We can-not over-state how important it is for your organization to communicatewith one coherent voice The best practice is for your organization todesignate one person to communicate with the licensor, and ask thelicensor to communicate only with your organization’s designated person

stake-Preparing for Negotiation

Before you negotiate with the licensor over pricing and the time length

of the license, a best practice would be to “get on the same page” withall stakeholders, especially those involved in the procurement and budget-ing processes Suppliers, understandably, get frustrated when your organi-zation is not on the same page For example, a librarian might makecomments leading the licensor to believe that the library will contract for

a 5-year term, but the campus budget office might only allow the library

to do a 2-year term When incidents like this occur, it hinders the tionship between the parties If you put yourself in the licensor’s per-spective, you can understand why a licensor would be frustrated If asalesperson believes that a library will buy a 5-year license, for example,the salesperson might initiate the paperwork on their side The sales-person’s boss might believe that a 5-year deal is imminent When thesale “falls through,” the salesperson could look bad to their supervisor.Establishing routine meetings with all key stakeholders is a best prac-tice and will help smooth the approval process The coauthors highlyrecommend that libraries focus on building relationships with those indi-viduals in the approval process At our organization, the coauthors meetregularly and maintain open communication lines This communication

rela-16

Chris (2016).

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helps build trust, understanding, and positive working-relationships.

At our current organization, each coauthor’s respective departments met

on a regular basis for a few years This established a solid, professional,and positive relationship between the coauthors’ departments

Internal Budget Approval

Typically, the next step is for the library to obtain approval from thelibrary’s business office Sometimes, entities might call the person whoapproves the library’s budgetary items the “business manager.”

Approval Process

For most public entities, the approval process typically involves a source (also known as a no-bid or noncompetitive) approval, followed bythe procurement process

sole-Since the procurement process in the public-sector is inherently acompliance role, many people outside the procurement process might betempted to view the procurement process as an adversarial process atworst, or as a roadblock at best The coauthors would be the first to admitthat many, though certainly not all, government procurement offices andlibraries perform suboptimally when it comes to efficiency and effective-ness Nevertheless, the staff members are doing what they are supposed to

be doing by ensuring that the organization stays in compliance with ous laws, regulations, and policies that govern it

vari-If your organization is a state-government college or university, and ifyour organization requires your library to submit sole-source (also known

as “noncompetitive”) paperwork, we recommend that you ask the curement office whether your state’s laws exempt library licenses fromlaws that require your organization to bid purchases over a certain dollarthreshold If library licenses are exempt, consider asking your organization

paperwork

Common Library License Terms

but the substance of the majority of library licenses is the same in alllicenses A license will usually cover the following items:

17

Commonly called “terms and conditions.”

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• Basics

the stated start date?

contract-management software? If not, how do you track renewals?

parties must take manual steps to renew the contract) Note: matic renewal clauses almost always require the library to provideadvanced notice to the licensor of the library’s intent to not renewthe license, or the license will automatically renew Usually, thisadvanced notice must be given 60, 90, or 120 days in advance of aspecified date

clauses? If so, do you have a method in place for ensuring thatyour library can give advanced notice to the licensor before thenonrenewal deadline?

deter-mine what the accounts payable office looks for when ing invoices against the corresponding contract

users;

facili-ties open to the general public? Typically, members of the eral public are known as “walk-in users.” Be sure to accountfor these users in the definition of “authorized users.”

access the licensed content?

under “fair use”?

use restrictions?

the intellectual property rights to the licensed material

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• Supplier’s obligations

materials

auditing your library if the licensor audits your library, and findsthat your library has failed to ensure that: (1) only authorized usersaccessed the content; or, (2) the authorized users used the licensedmaterial for allowed purposes

select the applicable law that will govern in the event of a suit Typically, but not always, the selected law is one of theU.S states, such as California

specific court in which they will litigate a dispute, in the event

of a lawsuit

party will take to resolve a conflict, before either party may file

a lawsuit

will communicate with the other regarding contract-relateditems

18

Many people tend to use the word “boilerplate” in a dismissive manner For example, one coauthor heard a librarian once say, “Oh, that’s just boilertplate!” The implication being that boilerplate wasn’t very important The opposite is true Often, the boiler- plate section contains very important terms, which could come back to haunt your organization if you don’t carefully review these terms.

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• Waiver: this clause allows a party to deviate from strictly cing one of the party’s rights or remedies against the otherparty, but allows the party to strictly enforce their rights in thefuture.

finds part of the contract unenforceable, the parties intend for acourt to modify the contract to make the contract enforceable

or, at least, remove the unenforceable provision while leavingthe remainder of the contract intact

confidential; or

licensed material) confidential

of who is at fault

the contract

elec-tronically, or if in hard-copy, the parties may sign in differentlocations

authorized signature rules?

Master Agreements

As far as the coauthors can tell, the standard way that libraries processlicenses is: to enter into the same contract with a licensor each year, andsometimes, for each of the licensor’s products In other words, the libraryprocesses the same (or extremely similar) document many times Thisprocess results in a lot of repetitive work Based on our experience, licen-sors also seem to favor this process model The coauthors have implemen-ted a much more efficient way to process license agreements for theirorganization

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The coauthors worked together to get suppliers to agree to a master

transactional terms and specify specific terms (such as dates of service,dollar amounts of the purchase, etc.) in a statement of work, purchase

when the transactions are similar in nature (see same cite), such as whenbuying library licenses Master agreements are particularly useful whenthe library buys many licenses from the licensor over the course of agiven year, and the licensor requires the library to sign a full-fledged con-tract for each license (Table 1.1)

At our organization, contracts and procurement are not entirely grated The coauthors have observed the following decrease on thecontract-review side of the approval process (Fig 1.1)

inte-Entering into these master agreements initially required a dous amount of effort The coauthors met regularly, and participated inmany conference calls with suppliers After hundreds of hours of

tremen-19

Please take special note to understand how the coauthors use the phrase “master agreement.” Sometimes, suppliers will label their standard contract as a “Master Services Agreement” (often referred to as an “MSA”—as if the law doesn’t have enough initialism) The contract’s label is not relevant to whether the contract is a master agreement.

is much more time-consuming that the purchase-order process The authors mate that the master agreement program results in a net difference of 80% time savings.

esti-Table 1.1 Library license volume at the University of Tennessee21

Fiscal year (July to June)21 Number of stand-alone library licenses

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weekend and late-night work, the coauthors were able to implementover 120 master agreements The coauthors’ goal was 100% of librarylicenses on master agreements by the end of calendar-year 2017 Thecoauthors will likely hit their target goal, or come very close, by theend of calendar-year 2017.

Master agreements reduce processing time and also result in savingsthrough cost-avoidance, by:

hundreds of hours per year);

a faster work queue for the legal office);

(which, similar to the legal office, results in a lighter queue for thecontract office); and,

operate under the same terms (a very important, and invaluable,thing)

Master agreements do not entirely eliminate work, however Rather,master agreements reduce the amount of work, overall Some workremains, of course The work that remains after the master agreement is

Library Licenses (not master agreements), per fiscal-year

Figure 1.1 Library license volume at the University of Tennessee.

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signed involves processing order forms or purchase orders The overalltime savings and cost-avoidance is still significant The coauthors estimatethat the time savings is approximately 80% of the premaster-agreementprocess While it would be difficult to calculate an accurate cost savingsfigure due to cost-avoidance (less processing time per transaction), thecoauthors estimate that the master-agreement program saves moneythrough cost-avoidance because the program avoids thousands of dollars

in staff time per year

Implementing a master agreement initiative will require an extremelyhigh amount of coordination and communication with internal stake-holders and suppliers Also, it might take some time to ensure that legaloffice staff, central business officials, and others, are comfortable withthis master agreement process The initial implementation of a masteragreement process might also require your procurement office (or theoffice that handles the license-review process) to work many extra hoursfor no extra pay If implemented, master agreements save far more hoursthan the up-front time investment If the coauthors have just two recom-mendations as “key take-aways” from this book: they are that your libraryconsider implementing master agreements; and that you focus onrelationship-building

The first step to implementing a master agreement is to create atemplate If your organization chooses to create its own templatemaster agreement, the coauthors highly recommend that you circu-late the draft to all relevant stakeholders before settling on a finaldraft Also, the best practice is to assign “ownership” of the template

to someone (a particular title or named-person) This way, someone

is accountable for the document, and responsible for keeping itup-to-date

The master agreement format used by the coauthors works asfollows:

licensor’s licensed products

order

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