From: Ellen Finnie Duranceau <[log in to unmask]>
Date: Tue, 3 Sep 2013 16:15:09 +0000

We push back on such clauses routinely.

Ellen
__________________

Ellen Finnie Duranceau
Program Manager, Scholarly Publishing and Licensing
MIT Libraries
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http://libraries.mit.edu/scholarly

-----Original Message-----

From: Mary Hollerich <[log in to unmask]>
Date: Fri, 30 Aug 2013 14:43:53 -0500

I am new to this discussion list so please forgive me if I'm covering
well-trodden ground.

We are in the midst of negotiating a license agreement for an
e-journal and the vendor wants us to include the following
indemnification language (I have replaced the vendor's name with
"Vendor"):

"Subject to subsection C below, Licensee shall defend, indemnify and
hold harmless Vendor from any and all claims, loss, and damages,
including without limitation attorneys' fees ("Claims"), arising from

(i) any unauthorized use, access, or distribution of the Licensed
Materials by Authorized Users and (ii) any violation of this Agreement
or of any third party rights by Authorized Users[a2] , including but
not limited to infringement of any copyright, violation of any
proprietary right and invasion of any privacy rights[FM3] .  Vendor
[FM4] [FM5]  shall give Licensee prompt notice . . . "

I have not come across this before so am wondering whether this is
common practice. Does this seem like a reasonable clause to insert?
Thanks.

Mary

---
Mary A. Hollerich
Chair, IFLA Document Delivery and Resource Sharing Section
Asst. Dean for Scholarly Resources and Research Services
Central University Libraries
Southern Methodist University
Dallas, TX 75275-0135
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