LICENSOR: THE CHANCELLOR, MASTERS, AND SCHOLARS OF THE UNIVERSITY OF OXFORD trading as Oxford University Press of Great Clarendon Street, Oxford OX2 6DP, United Kingdom.
CONSORTIUM AGENT:Russian National Public Library for Science and Technology, a body incorporated under the law of Russian Federation and whose principle place of business is 3rd Khoroshevskaya str. 17, Moscow, 123298 Russian Federation for itself and as representative for each Licensee, as defined below
LICENSEE: Each institution named in Schedule A, as amended from time to time.
LICENSED WORKS: The online version of Licensor’s Databases listed in Schedule B, as the same may be amended from time to time in accordance with Clause 2.3 of this Agreement.
SUBSCRIPTION PERIOD:a period commencing on March 1, 2017 and expiring on December 31, 2017
CHARGES: The charges set out in Schedule C
CONSORTIUM AGENT CONTACT DETAILS:
Russian National Public Library for Science and Technology, 3rd Khoroshevskaya str. 17, Moscow, 123298 Russian Federation
Name:Elena Marinosyan,Department of National subscription
Telephone: +7-495- 6989330
GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties agree to submit to the non-exclusive jurisdiction of the English courts in connection with any disputes arising under this Agreement.
The Consortium Agent represents and warrants that it is authorised to act as agent for each and every Licensee. THE LICENSOR, THE CONSORTIUM AGENT AND EACH LICENSEE EACH ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT, WHICH CONSISTS OF THIS SCHEDULE AND THE ATTACHED TERMS AND APPENDICES.
LISENSOR GRANTS CONSORTIUM AGENT NONEXCLUSIVE AND NON-TRANSFERABLE RIGHT TO SUBLICENSE ANY LICENSEE THE ACCESS TO LICENSED WORKS IN ACCORDANCE OF "LICENSEE TERMS AND CONDITIONS" AS ATTACHED HERETO IN SCHEDULE D.
Signed by ……………………………………
For and on behalf of the Licensor
HEAD OF LIBRARY SALES Date: ……………………………………
Signed by ……………………………………
For and on behalf of the Consortium Agent
CONSORTIUM CURRENT CONTENT AGREEMENT TERMS
Words defined on the front page of this agreement shall have the same meaning in this Schedule. In addition,
"Licensee Terms and Conditions"
means the standard form institutional licence agreement (as varied from time to time) in the form set out in Schedule D, by and subject to which the Consortium Agent grants the Licensees a sublicence to access and use the Licensed Works
RESPONSIBILITIES OF THE LICENSOR
In consideration of the payment by the Consortium Agent of the Charges the Licensor agrees to provide the Licensees with access to the Licensed Works for the Subscription Period in accordance with the Licensee Terms and Conditions and subject to the terms and conditions of this Agreement.
The Licensor may at any time withdraw access to any Licensee which is in breach of the Licensee Terms and Conditions. For the avoidance of doubt any such denial of access will not entitle the Consortium Agent to any rebate of Charges.
The Licensor reserves the right at any time on 30 days notice to the Consortium Agent to withdraw from the Licensed Works content without incurring any liability to the Consortium Agent. The Licensor shall give written notice to the Licensee of such withdrawal. If withdrawn material represents more than 10% of the Licensed Works, the Licensor shall make a pro rata refund of part of the Charges, taking into account the amount of material withdrawn and the remaining un-expired portion of the Subscription Period
No later than 60 days before the end of the Subscription Period or in the case of a renewed subscription the end of the period for which the subscription has been renewed ("the Renewal Date"), the Licensor will notify the Consortium Agent of the fees for renewal of this Agreement for a further twelve-month period ("Renewal Fees", together with any amendments to Schedule B (list of Journals). These fees may be higher than the Charges.
If the Licensee opts to self-host, the Licensor shall enable continuing use of the Licensed Works in question by providing the Licensee an electronic file containing the content of the Licensed Works in XML format, or such other format as the Licensor may determine in its discretion, for the purpose of self-hosting by the Licensee. Such provision will be subject to Licensor approval and the parties agreeing additional terms and conditions in connection with the provision and self-hosting of such electronic copy. For the avoidance of doubt, the Licensor will not be obligated to provide the Licensee with any Licensed Work or part(s) thereof that the Licensor no longer has the right to publish, licence or otherwise distribute in this way. This Agreement shall apply (or shall continue to apply), regardless of who is hosting the Licensed Works, unless expressly stated otherwise herein.
RESPONSIBILITES OF THE CONSORTIUM AGENT
In consideration of the Licensor entering into this Agreement with the Consortium Agent, the Consortium Agent agrees to pay the Licensor the Charges payable in accordance with terms and conditions as indicated in Schedule C.
Payments should be made by bank wire to the Licensor's bank account listed in Schedule C of this Agreement or otherwise stated on the appropriate invoice, and will be received by the Licensor no later than May of the Subscription Period.
For the avoidance of doubt, the Consortium Agent agrees to pay the Licensor the Charges without set-off and irrespective of whether the Consortium Agent collects any payment from the Licensees.
The Consortium Agent will use reasonable efforts to promote and publicise the availability of the Licensed Works to the Licensee throughout the Subscription Period.
The Consortium Agent shall make reasonable efforts to keep up to date and maintain the access control records to be set up by the Consortium Agent in respect of the Licensees.
The Consortium Agent represents and warrants that it shall not act, or omit to act, in such a way as to give rise to a breach by it, or any of its Affiliates, of any applicable law related to bribery, corruption or any related matters.
The Consortium Agent represents and warrants that it shall not offer, promise, pay, give or authorise (tacitly or otherwise) any financial or other advantage, on behalf of Licensor:
to any person in order to induce that person improperly to perform a function or activity in connection with a business or organization, a person’s employment, or public function; or
to any Official to influence that Official in connection with obtaining business or a business advantage for any of Licensor or its Affiliates.
The Consortium Agent and its respective Affiliates shall maintain adequate procedures designed to prevent any persons who perform services for them or on their behalf from undertaking the activities described above to obtain or retain business or a business advantage for them.
The Consortium Agent shall promptly report any apparent breach of clauses 4.1 or 4.2 to Licensor.
The Consortium Agent shall co-operate with Licensor and/or any regulatory or public authorities in relation to any investigation in respect of matters relating to bribery and corruption.
Licensor shall have the right to terminate this Agreement on no notice, without liability, for breach of clauses 4.1 or 4.2.
In this clause 4:
“Official” includes any: (a) official or employee of any government or instrumentality of government, including any government-controlled commercial enterprise; (b) political party or party official; and (c) any candidate for political office; and
“Affiliate” shall mean, in relation to a party, a person who is, from time to time, a subsidiary or parent of that party, or is a subsidiary of that party’s parent.
The Consortium Agent shall:
maintain accurate and complete records of all expenditures related to performance of this Agreement and make such records available to Licensor, its advisors, auditors and any regulatory or public authorities on reasonable notice;
answer, in reasonable detail, any written or oral inquiry from Licensor related to the Consortium Agent’s compliance with this clause 4; and
comply with the OUP Partner Code of Conduct, as provided to the Consortium Agent, in the execution of any services for or on behalf of Licensor.
TERM AND TERMINATION
This Agreement shall commence on the Effective Date and shall expire on the final day of the Subscription Period, unless terminated pursuant to Clause 4.2 or renewed pursuant to clause 2.4.
Either party may terminate this Agreement forthwith by serving written notice on the other in the event that the other party commits a material breach of this Agreement and in the case of a breach capable of remedy fails to remedy the same within 30 days of a written request so to do. Termination of this Agreement by the Licensor due to a breach by the Consortium Agent of Clause 3.1 above will also entitle the Licensor to terminate the access to the Licensed Works provided hereunder irrespective of whether the Licensee has made any payment to the Consortium Agent in respect thereof.
Termination of the Agreement by any Licensee shall not entitle the Consortium Agent to any refund of any payments made to the Licensor, provided that OUP has not committed a material breach of this Agreement, in which case OUP will repay the Consortium Agent the pro rata portion of any Charges for the balance of the Licensee’s Subscription Period within 30 days..
REPRESENTATIONS AND WARRANTIES
The Licensor represents and warrants that it has the power to enter into this Agreement and that it will carry out its obligations hereunder with reasonable skill and care.
The Licensor gives no warranty to the Consortium Agent, OR ANY LICENSEE, express or implied, and makes no representation that (i) the Licensed Works will be suitable for any particular purpose or for any particular use under specified conditions, notwithstanding that such purpose, use, or conditions may be known to the Licensor; nor (ii) that the Licensed Works will operate error free.
In no circumstances will the Licensor be liable to the Consortium Agent, OR ANY LICENSEE, or any third party for any loss resulting from a cause over which the Licensor does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorised access, theft, or operator errors.
In no circumstances will the Licensor be liable to the Consortium Agent, OR ANY LICENSEE, or any third party for any consequential, incidental, special or indirect damages including, without limitation, damages for loss of data or corruption of data, loss of programs, loss of business or goodwill, or other damages or losses of any nature arising out of the use of, or inability to use the Licensed Works.
THE CONSORTIUM AGENT AND EACH LICENSEE AGREE THAT THE ENTIRE LIABILITY OF LICENSOR TO THE CONSORTIUM AGENT, LICENSEE, OR AUTHORISED USERS ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, BY STATUTE OR OTHERWISE) IN ANY WAY CONNECTED WITH THE USE OR INABILITY TO USE THE LICENSED WORKS SHALL BE THE REFUND OF ANY CHARGES PAID TO THE LICENSOR UNDER THIS AGREEMENT.
The Consortium Agent warrants and represents to the Licensor that it has notified each of the Licensees that access to the Licensed Works can only be provided by the Licensor on the terms of the Licensee Terms and Conditions in the form attached at SCHEDULE D and that each of the Licensees had been provided with a copy of the Licensee Terms and Conditions prior to the Effective Date.
This Agreement is personal to and binding on the parties and neither this Agreement nor any of the rights or obligations under it may be assigned or sublicensed without written consent of the Licensor.
The Licensor shall not be liable to the Consortium Agent or any Licensee for any failure to perform any obligation under this Agreement due to Acts of God, war, riot, embargoes, acts of civil or military authorities, fire, flood, typhoon, wind storm, snow storm, blizzard, hurricane, or other cause that is outside the control of the party and could not be avoided by the exercise of due care. Notwithstanding the occurrence of any of the events set forth in this clause, the parties shall at all times use reasonable efforts to perform all obligations under this Agreement in a timely manner, taking account of the existing circumstances.
All notices required to be given under this Agreement shall be given in writing in English and left at or sent by first class registered or recorded delivery to the appropriate address shown at the head of this Agreement, or such other address as the party concerned shall from time to time designate by notice pursuant to this Clause. Such notices shall be deemed to be delivered (i) when left at the addressee's address; or (ii) if posted 10 (ten) days after posting. All notices to the Licensor shall be marked for the attention of the Sales Director, Oxford Journals, with a copy to the Group Legal Director. All notices to the Consortium Agent shall be marked for the attention of the contact named in the cover page of this Agreement.
This Agreement constitutes the entire agreement of the parties about its subject matter supersedes any previous agreement or arrangement between the parties and may not be amended or modified except by agreement in writing signed by both parties.
No provision in this Agreement is intended to be enforceable by a person who is not a party to this Agreement.
The rights of the parties arising under this Agreement shall not be waived except in writing. Any waiver of any of a party's rights under this Agreement or of any breach of this Agreement by the other party shall not be construed as a waiver of any other rights or of any other further breach.
Headings used in this Agreement are for convenience only and are deemed not to be part of the Agreement.
8.1 All notices required to be given under this Agreement shall be given in writing in English and sent by electronic mail, fax or first class registered or recorded delivery to the relevant addressee at its address set out below, or to such other address as may be notified by either party to the other from time to time under this Agreement, and all such notices shall be deemed to have been received (a) 24 hours after successful transmission in the case of electronic mail or fax; (b) fourteen (14) days after the date of posting in the case of first class registered or recorded delivery:
if to the Consortium Agent: Elena Marinosyan, Department of National subscription
Russian National Public Library for Science and Technology,
3rd Khoroshevskaya str. 17, Moscow, 123436 Russia
Tel. +7-495- 6989330
Email: email@example.com if to the Licensor: Marcin Dembowski
Regional Sales Manager
Russia, Baltic States & CIS
Oxford University Press, Global Academic Business,
Great Clarendon Street Oxford OX2 6DP United Kingdom
T: +44 (0) 1865 355 099
For the period from March 1, 2017 till December 31, 2017 the access is to be granted to following 60 institutions:
Institute of the Earth's Crust Siberian Branch of the Russian Academy of Sciences
State Public Scientific Technological Library of the Siberian Branch, Russian Academy of Sciences
Russian State Library
Institute of Biology & Soil Science Far Eastern branch of Russian academy of sciences
Tomsk Polytechnic University
European University at St.Petersburg
Moscow State Institute of International Relations (University) of the Ministry of Foreign Affairs Russian Federation