Acquiring resources once they are selected can be very straightforward or very complicated depending on the resource to be purchased. The following acquisitions steps usually occur when acquiring new content and services.
Comparing specifications
Once a request to purchase has been made to purchase electronic content or a service which supplies electronic content both the seller vendor and the purchaser need to agree on what is being purchased and how it will be purchased. Using a selection criteria grid, provided during the selection process, this template can be sent directly to the seller vendor to verify that you are both in agreement about what is to be purchased. From this point, you must now reach agreement on how the purchase will occur. For instance:
- Does a purchase order need to be submitted in order to obtain an invoice?
- Do you need to sign any time type of contract that outlines the purchasing terms?
- Request a license for review
- Will there be any type of annual renewal process and if so, what will it be?
- Are there discounts for multi-year deals, if so, what is suitable, 3 or 5 years and can this be paid up front?
- Is there a library administration portal?
Negotiate terms of contract & purchasing
If there is not a contract needed for the electronic resource, the negotiation will occur primarily just for the payment terms. There will probably also be a need to create some sort of order for your purchase in your Integrated Library System (ILS) or purchasing management system along with posting the invoice details for payment. If presented with a contract for content, ask if the provider will accept the SERU guidelines (1) for purchasing as the first negotiation point if a regional or national agreement is not in place. If you have to negotiate a contract with the provider for content or service, it is best to have a model record of terms that are acceptable to use as a starting point. Here is a list of the top fourteen usual deal breakers for academic institutions when licensing electronic resources:
- Definition of site does not encompass your institution’s geographical situation.
- Definition of users allowed to utilize the resource to be purchased: Walk-in users should be allowed to access and use resources purchased by your institution, visiting scholars should be able to access and utilize the resource as well as institutional recognized researchers.
- Remote access should be allowed if your users can access your content using remote authentication tool such as a proxy or VPN (virtual private network)
- Access should be IP authenticated as opposed to username/password authentication due to the inability for any institution to manage username/password control for thousands of FTE users and if purchasing e-books then DRM should not preclude any use normally expected via library access such as copying chapters and printing chapters of content.
- Ability to provide access and connectivity to other resources using a third party link resolver at the article level and not just at the title level.
- Indemnification should be mutual to both parties and not favor one or the other.
- Restrictive privacy clauses regarding price and details of the agreement when your institution must follow open record laws of a greater body such as a state, province, or nation.
- Usage statistics should be made readily available for the resource and should be reported in COUNTER compliant formats or there should be an intent to provide COUNTER statistics within the first year of the agreement.
- Content transfer should be given within sixty (60) days of transfer and if significant content is lost (40% or more) then the purchasing institution should have the right to cancel upon notification.
- Ability to use the resource and resource records with third party discovery tools
- If your institution relies heavily on funding revenue outside of the institution such as from a state or national government, you should incorporate a loss of funding out clause. This is explained further below.
- The venue should be applicable to your location and in line with your institution’s guidelines.
- Ability to maintain perpetual access to content. This is a tricky clause in that journal content shifts so readily from one provider to another that perpetual access is sometimes not honored by the content purchaser. In regards to e-books, perpetual access is still being worked out by most providers. This clause may be fore-gone if the demand for content outweighs the desire to maintain access in perpetuity. Ask for the provider to participate in an archiving scheme such as LOCKSS, CLOCKSS or Portico. Ask for the ability for local authors to load articles into your digital repository as a way to at least maintain local content creation.
- Price cap allowance: You want to make sure you include the ability to cancel if the price increases above a certain amount. Most libraries cannot readily absorb the standard 5%-12% inflation rate on most subscriptions so if a price suddenly jumps by 20%-30%, the resource or suite of resources may need to be canceled. If possible, try to negotiate this purchase term upfront and if signing a contract, make sure to include this in the agreement.
You can use these guidelines to measure the license you are given against, to see a working example, take a look at the ‘Request for Library Resources Form‘ at Huddersfield. If you feel really confident and have full support from your institution, you can give your license model to the provider for acceptance and see if they’ll agree to the terms you’ve outlined. In your model license agreement, have terms separated between what must be in the license and what can be acceptable and/or left as-is in a providers license. Standard licenses (2)
When working out payment terms, first settle on the pricing to be paid. Do not be afraid to ask for discounts if you’ve purchased a number of other resources from the same provider. Find out if you can start out purchasing by number of users or if site license is the only purchasing option available. Since uptake does sometimes take up to two years, you may want to start with a lower user-base prior to upgrading to a site license. If the content or service to be purchased will be used by a niche/small group of people, then see if you can negotiate for the smallest level of users possible. In addition, make sure you understand where the users can access the resource from, always try to negotiate for unlimited access from on and off campus. Make sure you check that this access covers all campuses, as many contracts specify a single ‘site’. When looking at the contract details check to see which country’s law the contract uses for governing law, e.g. US law, UK law. Always negotiate to get this altered to your own country’s law and if needed in North America, to province or state venue law. Clarify what is part of the contract and what constitutes additional services, e.g. is training free? What about MARC downloads etc. When negotiating price, compare the resource to other resources you may take from that vendor – if there is a 30% cross over, then ask for a 30% discount! Find out when the provider expects the renewal to be processed annually so you can set the appropriate dates in your purchasing system and/or ERM. Check the period of renewal required, many contracts state up to 3 months notice is required before cancellation notification. (4)
Check the license
Usually, the provider will want to provide the “clean” copy for signature and will state they will incorporate the agreed upon changes and send back to you. Make sure to re-read the entire document to insure the changes have been incorporated correctly and nothing new has changed or been altered. In these volatile budgetary times, be sure to include an “out-clause.” An out-clause allows your institution the ability to cancel and/or back-out of any agreement prior to any given cancellation terms due to financial hardship. An example would be: “In the case of a significant decline in financial support to (X library) by their main funding source, (X library) reserves the right to cancel significant portions and potentially cancel this subscription with 30 day notification.” (3)
Re-negotiation of licensing terms
After you have fully checked and reviewed the license agreement, submit your changes and make/break contract provisions back to the provider for further negotiation. This may result in numerous back & forth emails/phone calls before you reach agreement on language that both you and the provider find acceptable.
It is important not to rush into an agreement, or succumb to pressure to get the resource ‘out there’ as quickly as possible without an adequate license that covers and protects both parties. It is far harder to change/add options after the license has been signed, e.g. including ‘walk-in users, alumni, satellite campuses etc.
Signing of the agreement
The first thing you should find out when you take an electronic resources position is learning who has signing authority and who can legally sign-off on agreements for content. The signing authority varies from one institution to another. If you have signing authority, after the agreement terms have been negotiated, then you can sign the agreement. If the signing authority lies elsewhere in your organization, negotiate the terms the library needs first then forward to the signatory body for signature. If the agreement needs to be signed by another party in your organization, set realistic expectations as to when the signed copy will be delivered to the provider. Allow time for the signing authority to review the agreement and to ask any questions they need in order to finalize the signing of the agreement. If your signing authority reviews contracts from all parts of your institution, allow them the time they need to process everything within their queue.
Record administrative metadata
Once the agreement has been signed and the purchasing terms finalized, record all pertinent aspects of the payment terms and the license terms within your electronic resource management tool & your accounting system as best possible. Include the type of agreement signed whether it was a SERU Guidelines or full-fledged contract. Be sure to set your renewal dates at least 30 days out to allow for cancellation as needed. (5)
References
- SERU Guidelines
- Standard License Agreements
- International Coalition of Library Consortia (ICOLC) Statement on the Global Economic Crisis and Its Impact on Consortial Licenses, 19 January 2009
- Miller, Rachel. “Act of Vision: The Practice of Licensing.” Collection Management, 2007, 32 (1/2) 1973-190.
- Rathmel, Angela. “Innovative Practices in Electronic Resources and Acquisition Management,” Against the Grain, 2010, 23 (1) 61-2.
Other documents
- Workflow: selection of a new e-journal. Created by Allison Larkins, University of Huddersfield