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 214-768-4960 [log in to unmask] [log in to unmask]