Software and Database License Agreement Checklist

Indicate below the most extensive use of software or data you anticipate needing. The importance of protecting expected uses cannot be overstated! More information on this issue is available.

use software for internal purposes only use software for any purpose display (browse) data only display, transmit and download portions of data for personal use display, transmit, download and print portions of data for personal use display, transmit, download and print and incorporate portions of data into new works

Indicate below the widest mode of access you anticipate needing.

from a single machine only within a single building only from multiple buildings on campus from anywhere on campus by way of remote dial-in or other remote access

Indicate below any provisions affecting third party rights.

Agreement requires Customer to take responsibility for the actions of people who may use the software or database, but are not parties to the agreement, for example, students.

Agreement purports to restrict or limit the fair use rights (or other rights) of persons, like students, who are not parties to the agreement.

Agreement provides that Customer will ensure adherence to the terms of the contract by employees or third parties such as students (very commonly included in confidentiality provisions).

Library will need archival rights.

Indicate below any provisions that require the Customer to indemnify the Vendor.

Agreement requires Customer to indemnify Vendor against harms that could result from Customer's use of data.

Agreement requires Customer to indemnify Vendor against harms resulting from some other cause (any cause).

An intellectual property indemnity will usually be in a form similar to the following, though it may be much more detailed:

Vendor will defend, indemnify and hold Customer harmless from any action based on a claim that Customer's use of the Database in accordance with this agreement, infringes any patent, copyright, or trade secrets of any third party.

The agreement contains an indemnity from the Vendor regarding intellectual property claims.

A clause that requires the Customer to bring suit for claims under the agreement within a limited period of time (this is called a shortened statute of limitations).

A clause that makes another state's law govern or control the contract.

A clause that gives the Vendor a right to terminate without providing Customer any rights to terminate.

A clause that provides for automatic renewal of the agreement or that requires Customer to notify Vendor shortly before the end of the contract term in order to renew.

Indicate below whether an extenuating circumstance applies.

Beta test software

Free software

Steeply discounted software

Nonprofit vendor

Database information from the public domain