Example contractual clauses
Keep an eye out for the following types of clauses that are typically encountered in any contractual agreements with third parties which could restrict your activities:
- A clause seeking to limit fair dealing provisions in the Copyright Designs and Patents Act 1988 and/or the Database Regulations.
- A clause seeking to extend the definition of substantial to be found in the Copyright Designs and Patents Act 1988 and/or the Database Regulations.
- A clause seeking to limit the library privileges to be found in the Copyright Designs and Patents Act 1988.
- A clause prohibiting alteration/adaptation/recombination of the bibliographic records.
- A clause which seeks to control which materials the bibliographic records can be combined with.
- A clause seeking to limit the downstream distribution of the bibliographic records.
- A clause which seeks to define the parameters of commercial and non-commercial.
- A clause which requires third parties who contract with the licensee to enter into obligations with the licensor (ie the obligation to impose downstream conditions on third parties).
- Royalty clauses where the royalty might change (increase) depending on downstream innovations.
Some suggested licensing principles (with accompanying contractual clauses) are provided at Step 4 to facilitate you in negotiating more favourable terms for your institution.