LICENCE AGREEMENT made this day of 20. BETWEEN GALE INTERNATIONAL LIMITED, represented by Cengage Learning Australia Pty Ltd. of Level 7, 80 Dorcas Street, South Melbourne Victoria 3205, Australia (ABN 14 058 280 149) ( Gale ) AND [ insert client name] of [insert client address] (the Client ) RECITALS: Gale and the Client have agreed that Gale will supply to the Client the products and services designated in the Scope on and subject to the terms and conditions contained in this Agreement. AGREEMENT: 1. DEFINITIONS AND INTERPRETATION 1.1. Definitions. In this Agreement unless the context or subject matter otherwise requires: Agreement means this Agreement and its recitals, schedules and annexures; Approved Library Loan Scheme means the Australian or New Zealand Interlibrary Loan Schemes or such other library loan scheme that has been approved in writing by Gale from time to time; Authorised Users means the persons (if any) specified as such in the Subscription Service Schedule; Authorised Sub-User means the persons (if any) specified as such in the Subscription Service Schedule; Authorised Site for each Service means the site or sites that is/are specified in the Subscription Service Schedule; Classification means the user classification applicable to the Client designated under the Scope; Concurrent Users are Authorised Users simultaneously accessing the Service; Page 1 of 14
Copyright includes (without limitation) the rights to which copyright owners are entitled under the Copyright Act 1968 (Cth) and by virtue of Australia s membership to any multilateral or bilateral copyright treaties or conventions such as the International Convention for the Protection of Literary and Artistic Works 1886 (the Berne Convention) and the Universal Copyright Convention 1952; Distribute means copy, make available through access to materials stored on a server or otherwise distribute, electronically (including but not limited to distribution through fax or email) or in hard-copy and Distribution shall have a corresponding meaning; GST has the same meaning as it does in section 195-1 of the GST Act; GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended). Intellectual Property Rights means the rights to any intellectual or industrial property, including (without limitation): (a) (b) (c) technical information and know-how; any patent, registered or common law trademark or service mark, Copyright, design (whether registered or not); any licence or other right to use or to grant the use of any of the above or to be the registered proprietor or user of any of them; Participating Member means any higher education institute, library or other entity that is, at the applicable time, a member of an Approved Library Loan Scheme; Restrictions on Use means the restrictions on the Client s use of the Subscription Service as specified in the Subscription Schedule and under Clause 3; Scope means the range of Gale services and products and the range of client classifications described under Schedule 1; Secure Remote Access means remote access through a network (whether a stand-alone network or a virtual network within the Internet), which is only accessible to Authorised Users approved by the Client whose identity is authenticated at the time of login and periodically thereafter consistent with best practice and whose conduct is subject to regulation by the Client; Service means the Subscription Service Source means third parties whose materials are available through the Subscription Service; Subscription Fee means the fees payable by the Client for access to the Subscription Service, as specified in the Subscription Service Schedule and amended from time to time in accordance with sub- Clause 2.5; Subscription Period means, unless otherwise specified in the Subscription Service Schedule, a period of one year beginning on the Subscription Start Date and, where the Subscription Period is renewed in accordance with this Agreement, each subsequent one year period; Subscription Service is the on-line service(s) to which the Client subscribes as specified in the Subscription Schedule; Subscription Service Schedule means that which is described under Schedule 2; Page 2 of 14
Subscription Start Date shall mean the date specified as such in the Subscription Service Schedule or such later date upon which Gale first provides access to the Subscription Service to the Client. 1.2. Class Definitions. Where the terms of this Agreement apply subject to the Client s Classification then unless the context or subject matter otherwise requires: 1.2.1. In the context of an Academic Library: Academic Library Walk-in User means any person who accesses the library services at the Authorised Site but is not a Student or member of Faculty. Students means all currently enrolled full or part-time students of the Client. Faculty means all teaching, library staff and administrative staff currently employed by the Client (whether on a permanent, temporary, contract or visiting basis). 1.3. Interpretation. In interpretation of this Deed, unless the context or subject matter otherwise require: 1.3.1. singular includes plural and vice versa; 1.3.2. any gender includes every gender; 1.3.3. a reference to a person includes corporations, trusts, associations, partnerships, a government authority, and other legal entities, and where necessary, include successor bodies; 1.3.4. references to writing include printing, typing, facsimile and other means of representing or reproducing words, figures, drawings or symbols in a visible and tangible form, in English; 1.3.5. references to signature and signing include due execution of a document by a corporation or other relevant entity; 1.3.6. references to months mean calendar months; 1.3.7. references to statutes include statutes amending, consolidating or replacing the statutes referred to and all regulations, orders-in-council, rules, by-laws and ordinances made under those statutes; 1.3.8. references to sections of statutes or terms defined in statutes refer to corresponding sections or defined terms in amended, consolidated or replacement statutes; 1.3.9. headings and the table of contents are used for convenience only and are to be disregarded in the interpretation of this Deed; 1.3.10. where any word or phrase is given a defined meaning, another grammatical form of that word or phrase has a corresponding meaning; 1.3.11. each paragraph or sub-paragraph in a list is to be read independently from the others in the list; 1.3.12. a reference to an agreement or documents is to that agreement or document as amended, novated, supplemented or replaced from time to time; 1.3.13. "including" and "includes" are not words of limitation; 1.3.14. a reference to a party includes that party s executors, administrators, substitutes, successors and permitted assigns; and Page 3 of 14
1.3.15. all references to "$" and "dollars" are to the lawful currency of Australia or New Zealand as stated on the Invoice. 2. SUBSCRIPTION SERVICE 2.1. Application This Clause 2 applies if under the Scope the Subscription Service is designated for supply under this Agreement. 2.2. Provision and Use of Subscription Service 2.2.1. Gale will make the Subscription Service available to the Client for the Subscription Period through the access method specified in the Subscription Schedule. 2.2.2. Gale will grant to the Client the right to access and use the Subscription Service and provide to Authorised Users access to use the Subscription Service for the Subscription Period in consideration for payment of the Subscription Fee by the Client and the performance and observance by the Client and the Client s Authorised Users of the terms of this Agreement applicable to use by the Client and/or the Client s Authorised Users. 2.2.3. The Client will make every reasonable endeavour to ensure that Authorised Users comply with the terms of this Agreement, including but not limited to those set out under Clause 3. 2.2.4. If the Subscription Schedule identifies Authorised Sub-Users, Gale will, on the written instructions of the Client, make the Subscription Service available to those Authorised Sub- Users. 2.3. Source terms and conditions 2.2.4.1. The Restrictions on Use applicable to the Client and Authorised Users will apply to Authorised Sub-Users and the authorised users of Authorised Sub-Users as if they were the Client and Authorised User respectively and references to the Client and Authorised User under Clause 3 shall be construed accordingly. 2.2.4.2. The Client will make every reasonable endeavour to ensure that the Authorised Sub-User and the Authorised Sub-User s own authorised users comply with all the applicable terms of this Agreement, including but not limited to Clause 3. 2.3.1. The Client acknowledges that a Source may have terms and conditions applicable to the material made available by the Source and those terms and conditions may affect the Client s right to access and use the Subscription Service granted pursuant to this Agreement. 2.3.1.1. The Client agrees to the best of their ability to fully perform and observe and ensure that all Authorised Users fully perform and observe those terms and conditions as they relate to the Subscription Service as if those terms and conditions had been repeated here in full. 2.3.1.2. Such terms and conditions will be annexed to and form part of this Agreement as and when sent to the Client by Gale. 2.3.1.3. Such terms and conditions will govern the use of materials made available by the Source and will prevail over any conflicting terms contained in this Agreement to the extent of any inconsistency. Page 4 of 14
2.3.1.4. The Client agrees that this Agreement may be enforced by a Source to the extent that it concerns the Source s materials available through the Subscription Service. 2.4. Payment 2.4.1. The Client will pay to Gale the Subscription Fee and any applicable sales, use, excise, or similar taxes (including but not limited to GST) payable on the Subscription Fee. 2.4.2. Gale may invoice the Client for the Subscription Fee for the first Subscription Period immediately upon the Client s execution of this Agreement and subsequently in accordance with sub-clause 2.5.1 below. Unless otherwise specified in the Subscription Schedule, the Client must pay the Subscription Fee and any GST and other taxes or charges payable in respect of the Subscription Fee within thirty (30) days of the invoice date. All GST and other taxes and charges payable in respect of the Subscription Fee must be remitted to Gale by the Client at the same time that payment of the Subscription Fee is made. 2.5. Renewal and Cancellation of Subscription Service 2.5.1. At any time before the end of a Subscription Period, Gale may send an invoice to the Client for a subsequent Subscription Period. 2.5.1.1. If the Client pays that invoice in full before the end of the then current Subscription Period, the Subscription Period will be renewed for another year, beginning on the first day after the end of the then current Subscription Period. 2.5.1.2. If the Client pays that invoice in full after the end of that current Subscription Period and Gale continues to provide the Subscription Service for the period from the end of that current Subscription Period to the date of payment ( Interim Period ), the Subscription Period will be deemed to be renewed for another year, beginning on the first day after the end of that current Subscription Period and the terms of this Master Agreement will apply throughout the renewed Subscription Period, including the Interim Period. 2.5.1.3. The Subscription Fee for the renewed Subscription Period will be as specified in such invoice. 2.5.2. Gale may at any time in whole or in part suspend temporarily or indefinitely the provision of some or all of the Subscription Service, with respect to the delivery of any part of Subscription Service provided by a Source if, for any reason, that Source ceases to make the applicable materials available to Gale for reproduction in the Subscription Service. 2.5.3. Gale reserves the right at any time to withdraw from the Service any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes a third party s Intellectual Property Rights or is defamatory, obscene, unlawful or which Gale in its absolute discretion considers objectionable. 2.5.4. Unless renewed in accordance with sub-clause 2.5.1, the Client s right to access and use the Subscription Service will expire at the end of the then current Subscription Period. Page 5 of 14
2.6. Warranties and disclaimers on the Subscription Service 2.6.1. Gale shall use commercially reasonable efforts to provide continuous availability of the Subscription Service, subject to periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of data and downtime related to the failure of equipment, communications networks, or services that are outside the control of Gale. Scheduled downtime will be performed at a time to minimize inconvenience to customers worldwide. 2.6.2. Gale warrants to the Client that the use of the Subscription Service by the Authorised Users in accordance with this Agreement will not infringe any third party s Intellectual Property Rights. 2.6.3. The Client will be fully responsible for, and releases Gale from any kind of liability arising from, any failure in, interruption to or degradation of the Subscription Service caused directly or indirectly by the Client s equipment or communications networks. 2.6.4. Although Gale believes the Subscription Service to be reliable, Gale does not guarantee or warrant any information or materials contained in or produced by the Subscription Service nor the accuracy, completeness or reliability of the Subscription Service. Any data or information contained in or provided in connection with the Subscription Service may be incomplete or condensed. 2.6.5. Sub-Clauses 2.6.3 and 2.6.4 will survive termination of this Agreement. 3. RESTRICTIONS ON USE OF SUBSCRIPTION SERVICE 3.1. Application 3.1.1. In addition to and separate from the terms and restrictions on use outlined under the Subscription Service Schedule and Archive Product Schedule respectively, the use of the Subscription Service and Archive Product by the Client and Authorised Users will be subject to the following General Restrictions and Class Restrictions. 3.1.2. The Client must to the best of their ability comply and must use every reasonable endeavour to ensure that all Authorised Users comply with all General Restrictions and applicable Class Restrictions in this Clause 3. 3.1.3. Class Restrictions will apply according to the Client s Classification and subject to the interpretative definitions under sub-clause 1.2. 3.2. Subscription Service: General Restrictions 3.2.1. No commercial exploitation of Subscription Service Materials The Client must not and must use every reasonable endeavour to ensure that its Authorised Users do not commercially exploit materials available from the Subscription Service. 3.2.2. Restriction on Distribution of Subscription Service Materials Except as expressly permitted under this sub-clause 3.2.3 and 3.2.4, the Client and Authorised Users must not Distribute any materials from the Subscription Service to any other person, even if that person is an Authorised User. For the avoidance of doubt, the Client and Authorised Users must not make multiple copies of materials from the Service to provide to other persons within the Client s organization (whether in a hard-copy or electronic format or through access to materials stored on a server) even if all intended recipients are Authorised Users and there is no restriction on Concurrent Users. Page 6 of 14
3.2.3. Permissible redistribution of extracts from the Subscription Service Materials Authorised Users may Distribute insubstantial extracts from the Subscription Service provided that: 3.2.3.1. the Distribution is only for educational or research purposes and is not for commercial purposes; 3.2.3.2. the Distribution is incidental to some other purpose. For example, inclusion of an illustrative extract in an article for an academic publication, a textbook or an examination paper; 3.2.3.3. each extract is immediately followed in clear and legible text by reference to the Subscription Service; and 3.2.3.4. no more than three extracts from the Subscription Service may be Distributed in a single work, where a work includes but is not limited to, an article, a textbook or an examination paper. 3.2.4. Permissible Inter-Library Loans of materials from the Subscription Service The Client may supply to an Authorised User of a Participating Member ("Recipient"), in hard copy format or electronically, a single article or item from the Subscription Service for the purposes only of that Recipient s research or private study, provided that: 3.2.4.1. the Recipient does not, in hard copy or electronic format, distribute or otherwise make the copy available to any other person; 3.2.4.2. the Recipient makes no commercial use of the copy; and 3.2.4.3. the Recipient, the Authorised User and the Client comply at all times with the rules of the Approved Library Loan Scheme from time to time in force. 3.3. Subscription Service: Class Restrictions 3.3.1. Applicable for Academic Libraries: 3.3.1.1. Each Authorised User may download, display, view and print off single copies of excerpts of materials contained in the Subscription Service for the internal educational purposes of the Client and for the Authorised User s personal noncommercial use. 3.3.1.2. Members of Faculty or Staff may include in their teaching materials (whether in hard-copy or as part of a Virtual Learning Environment or Managed Learning Environment), links to materials available from the Subscription Service. Authorised Users may use these links to identify and access the relevant materials. 3.3.1.3. The Client may incorporate parts of the Licensed Content in Course Packs and Electronic reserve collections for the use of Authorised Users in the course of instruction but not for commercial use. Each such item shall carry appropriate acknowledgment of the source, listing title and author of the extract, title and author of the work, and Gale. The Client shall delete copies of such items when they are no longer used for such purpose. Course packs in non-electronic, nonprint perceptible form, such as audio or Braille, may also be offered to Authorised Users, who are visually impaired. Page 7 of 14
4. APPLICABLE LAWS 4.1. The Client shall at all times comply with and shall use every reasonable endeavour to ensure that its Authorised Users at all times comply with the laws of Copyright and all other applicable Federal and State laws and regulations. 4.2. Nothing in this Agreement shall be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy expressed or implied by law (including the Competition and Consumer Act 2010) and which by law cannot be excluded, restricted or modified. 4.3. This Agreement shall be governed by subject to and construed in accordance with the laws of Victoria and the parties submit to the non-exclusive jurisdiction of the courts of Victoria. 5. TERM AND TERMINATION 5.1. Term 5.2. Termination This Agreement begins on the date upon which it has been signed by both parties and will continue unless or until terminated in accordance with its terms. 5.2.1. If one party has committed a material breach of the Agreement ("defaulting party") and the breach is not remediable or the defaulting party has not remedied the breach within thirty (30) days of receiving notice of it from the other party ("innocent party"), then without prejudice to any other remedy, the innocent party may on written notice to the defaulting party terminate the Agreement with immediate effect. The Client acknowledges that failure to pay the fees for a Service in accordance with the terms of this Agreement will be a material breach of this Agreement. 5.2.2. If either party becomes insolvent or unable to pay its debts when due, the other may terminate this Agreement by notice to the first party with immediate effect. If Gale gives or has the right to give notice under this sub-clause 5.2.2, Gale may suspend the Service provided under this Agreement without prejudice to any further right or remedy Gale may have. 5.2.3. Termination of the Agreement or cancellation of a Service will not affect any rights accrued or obligations arising on or before the date of cancellation or termination. This sub-clause will survive termination of this Agreement. 6. RISK AND RESPONSIBILITY 6.1. The Client agrees that it will use and make available for use by Authorised Users the Service at the Client s own risk. The Client acknowledges and agrees that, except as provided for in this Agreement, Gale accepts no liability in contract, negligence or otherwise for: 6.1.1. any error, failure, delay or omission in any part of the Service; 6.1.2. the consequences of reliance by the Client or Authorised Users on the Service or on any third party information provided by Gale or a Source as part of the Service; 6.1.3. any interruption to the Service; Page 8 of 14
6.1.4. any failure or delay suffered by the Client caused by a computer virus or related problems attributable to the Service; or 6.1.5. any malfunctions of personal computer terminal, related facilities, or other software or hardware belonging to or operated by the Client or Authorised Users. 6.2. The Client acknowledges and agrees that where Gale as part of the Service provides the Client with any information which it obtains from a Source or other third party, Gale does not thereby warrant the accuracy or completeness of any such third party information. 6.3. Except as provided for in this Agreement, all warranties, terms and conditions, express or implied by statute, common law or otherwise, are excluded to the maximum extent permitted by law. 6.4. Neither Gale nor the Client will be liable in contract or negligence or otherwise for: 6.4.1. loss of profits, revenue, business, reputation or anticipated savings, whether such losses are direct or indirect; or 6.4.2. any kind of indirect loss including (but not limited) to the indirect losses described in sub-clauses 6.1 & 6.2 above, howsoever such direct or indirect losses may arise and even if Gale or the Client or an affiliated company of either of them (as applicable) has been advised of the possibility of such direct or indirect losses. 6.5. Except for Gale s liability under clause 7.3, the aggregate amount of the liability of Gale and Gale s affiliated companies which may arise out of or in connection with the Agreement, whether in contract or negligence or otherwise, will, in respect of all incidents or series of incidents occurring in any one calendar year, be limited to an amount equal to the fees payable by the Client in the calendar year in respect of the Service under which that liability has arisen. 6.6. The provisions in this Agreement limiting liability do not apply to the extent of any liability which by law Gale cannot contract out of. 6.7. This Clause 6 will survive termination of this Agreement. 7. INTELLECTUAL PROPERTY 7.1. The Client acknowledges that all proprietary rights and Intellectual Property Rights in the Service (except for a Sources Intellectual Property Rights) belong to Gale and shall at all times belong to, vest in and remain vested in Gale, despite anything to the contrary under this Agreement. 7.2. The Client agrees with Gale that the Client will, and will use every reasonable endeavour to ensure that its Authorised Users will: 7.2.1. not sell, exchange, barter or transfer, rent, lease, loan, resell for profit, distribute or in any other manner commercially exploit any data or documentation in or a part of the Service except as expressly permitted in this Agreement; 7.2.2. not infringe the proprietary rights or Intellectual Property Rights of Gale or of any Source or of any other person and not cause or permit anything which may damage or endanger any such rights and not assist or allow others to do so; 7.2.3. not apply for registration of any of the Intellectual Property Rights of Gale; 7.2.4. not use the Service other than as expressly permitted pursuant to this Agreement or in accordance with the Copyright Act 1968 (Cth); Page 9 of 14
7.2.5. use all reasonable efforts to restrict and control unauthorised access to the Service and/or Archive Product; 7.2.6. promptly notify Gale of any suspected infringement of the Intellectual Property Rights of Gale including (but not limited to); 7.2.6.1. any loss or theft of the Client s password(s) used in relation to the Service (if any); 7.2.6.2. any unauthorised use of such passwords; 7.2.7. promptly notify Gale of any suspected breach by an Authorised User of the terms of this Agreement; and 7.2.8. take such reasonable action as Gale may direct at the expense of Gale in relation to any infringement of the Intellectual Property Rights of Gale or breach of this Agreement referred above in this sub-clause 7.2. 7.3. Gale will indemnify the Client against any reasonable legal fees, disbursements and costs of investigation and litigation and any costs of settlement, judgment, interests and penalties which arise as a direct result of a third party claim that the use of a Service by the Client or its Authorised Users in accordance with the Agreement infringes the Intellectual Property Rights of that third party. This indemnity shall be subject to 7.3.1. the provisions of sub-clause 7.4; 7.3.2. the Client promptly notifying Gale of any matter which gives rise to the indemnity ("Claim"); 7.3.3. the Client not, without Gale s written consent, doing or omitting to do anything, or making any admission, which materially prejudices Gale s defence of the Claim; 7.3.4. the Client taking all reasonable steps to mitigate its loss; and 7.3.5. the Client granting Gale the conduct of all negotiations and litigation arising from the Claim and giving Gale (at Gale s request and expense) all reasonable assistance requested by the indemnifying party in connection with it. 7.4. The indemnity under sub-clause 7.3 shall not apply to any Claim to the extent that the Claim arises from: 7.4.1. the modification by the Client or the Client s Authorised Users of any part of the content comprising the Service, notwithstanding that such modification is permitted under the terms of this Agreement; or 7.4.2. any conduct (whether by act or omission) or threatened conduct by the Client or an Authorised User of the Client which is or will be a breach of this Agreement. 7.5. If there is any conduct (whether by act or omission) or threatened conduct which is or will be a breach of this Agreement, the Client acknowledges that damages may be inadequate compensation for such breach and that Gale shall be entitled to apply to any court of competent jurisdiction for injunctive relief without showing or proving any actual damage sustained by Gale and in addition to any other remedies available at law or in equity. 7.6. This Clause 7 will survive termination of this Agreement. Page 10 of 14
8. MISCELLANEOUS 8.1. Entire Agreement. This Agreement shall constitute the entire Agreement between the parties and supercedes all prior Agreements and understandings oral or written relating to the subject matter hereof. The parties acknowledge that in entering into this Agreement they have not relied on any representations made by either of them that are not expressed in this Agreement. 8.2. Variation. Alterations or variations to this Agreement are only valid if they are recorded in writing and signed by both parties. 8.3. Assignment. This Agreement may not be assigned by either party to any other person or organization, nor may either party sub-contract any of its obligations, without the prior written consent of the other party; provided however, Gale may assign all or any of its rights and assign or sub-contract all or any of its obligations under this Agreement to any company which is, from time to time, an affiliated company of Gale, without consent of the Client. The rights and obligations of this Agreement shall bind and benefit any successors or assigns of the parties. Any attempted assignment in violation of this section is null and void. 8.4. Force Majeure. Neither party s delay or failure to perform any provision of this Agreement, as result of circumstances beyond its control (including, without limitation, war, strikes, flood, governmental restrictions, power, telecommunications or Internet failures, or damage to or destruction of any network facilities) shall be deemed to be, or to give rise to, a breach of this Agreement. 8.5. Notice. Any notice or other communication required or permitted in this Agreement shall be in writing and shall be deemed to have been duly given on the day of service if served personally or three (3) days after mailing if mailed by First Class mail, registered or certified, postage prepaid, or two days after mailing if mailed by commercial overnight courier to the address for that party as specified on the first page of this Agreement, unless such address is changed by notice in compliance with this sub-clause. 8.6. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable under any applicable statute or rule of law, the provision shall be deemed omitted to the extent that it is invalid, illegal, or unenforceable. In such a case, the remainder of the Agreement shall be construed in a manner as to give greatest effect to the original intention of the parties to the Agreement. 8.7. Waiver. The waiver of failure of either party to exercise in any respect any right provided in this Agreement in any instance shall not be deemed to be a waiver of such right in the future or a waiver of any other right under this Agreement. 8.8. Table of Contents and Headings. The table of contents and headings appearing at the beginning of the several sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used in the construction and interpretation of this Agreement. 8.9. Relationship of the Parties. The relationship of the parties hereto shall be that of independent contractors. Nothing herein shall be construed to create or give rise to any partnership, joint venture, or similar relationship or to subject the parties to any implied duties or obligations respecting the conduct of their affairs, which are not expressly stated herein. Neither party shall have any right or authority to assume or create any obligation or responsibility, either express or implied, on behalf of or in the name of the other party, or to bind the other party in any matter or thing whatsoever. 8.10. Third Party Rights. Affiliated companies of Gale and the Sources may enforce the terms of this Agreement subject to and in accordance with the terms of the Agreement as amended and substituted from time to time, otherwise a person who is not a party to this Agreement has no right to enforce any term of this Agreement. Page 11 of 14
EXECUTED by the parties on the date first appearing in this Agreement. For the Client: in the presence of: Name For and on behalf of and with the authority of [insert Client] For Gale: in the presence of: David O Brien For and on behalf of and with the authority of Gale International limited Page 12 of 14
SCHEDULE 1 SCOPE OF USE Gale will supply to the Client the following Gale services (as checked below): Subscription Service (As per Schedule 2) For the purposes of this Master Agreement, the Client is classified as the following (as checked below): Academic Library Page 13 of 14
SCHEDULE 2 SUBSCRIPTION SERVICE Name of Subscription Service Access Method Subscription Start Date Subscription Period [insert name of product] The Subscription Service will be accessed by the Client through the Client s own Internet connection to the Gale data center in Waltham, Massachusetts, USA [insert date] 12 months from the Subscription Start Date specified above. Thereafter, annually on receipt of the subscription fee. Authorised Sub-User (If applicable) Authorised Users The Authorised Users are as defined in section 1.2.1 above. Authorised Site(s) The Authorised Sites are: All campuses of [insert name of Academic Institution] Restrictions on the number of Concurrent Users? [delete as applicable] There are no restrictions on the number of Concurrent Users. or The number of Concurrent Users is restricted to [number] Restriction to Authorised Site(s). Except as specified in the box below, Authorised Users may access the Service only at the Authorised Sites. Access through a Secure Remote Access. The following classes of Authorised Users may access the Service through a Secure Remote Access: Students and Faculty as defined in Section 1.2.1 above. The number of Concurrent Users who can access the Service through Secure Remote Access is [specify the number or write unlimited ]. Concurrent access to the Subscription Service must be restricted via an authentication system approved by Gale. Page 14 of 14