Dicopro deliverable WP12

Project ref. no.	MLIS-115 DicoPro
Project title	DicoPro - On-line dictionary consultation for language professionals on Intranet

Deliverable status	Public
Date of delivery
Deliverable number	D 11
Deliverable title	Exploitation plan
Status & version	Final version 30/09/99
Number of pages	54
WP / Task responsible	WP11 – Exploitation Plan / L&H Mendez
Author(s)	Rudy Tirry, L&H Mendez
EC Project Officer	Poul Andersen
Keywords	exploitation, marketing, distribution
Abstract (for dissemination)	The exploitation plan consists of three parts. The first part is the analysis of a survey run in order to gather marketplace information on which marketing and distribution choices could be based. The second part focuses on the marketing and distribution aspects of a product like Dicopro. It describes the positioning of the Dicopro product/service in the market, studies potential niche markets and distribution channels, and gives an overview of marketing events that are suitable for this type of product/service. The third and last part discusses items like intellectual property rights, contracts between the partners and standard clauses in licensing agreements for both the lexical data and the tool part.

Table of contents

Table of contents *

1 Dicopro Survey *

1.1 Survey scope and process *

1.1.1 Written survey round *

1.1.2 Phone survey round *

1.1.3 Non-independent replies *

1.1.4 Independent professionals *

1.2 General Conclusions *

2 Marketing approach *

2.1 Target markets and niche *

2.2 Potential revenues *

2.3 Marketing channels *

2.3.1 Trade shows *

3 Distribution *

3.1 Distribution models *

3.1.1 One-stop shopping model *

3.1.2 Split distribution model system *

3.2 Distribution channels *

3.2.1 Profile of a Dicopro distributor *

3.2.2 Dicopro content extension *

4 Action plan for Dicopro marketing - Summary *

4.1 Obtain commitment from publishing partners *

4.2 Obtain commitment from the tool manufacturer *

4.3 Diversify the publisher community that supports Dicopro *

4.4 Identify sales/distribution candidates *

4.5 Product marketing *

5 Ownership and intellectual property *

5.1 Tool *

5.2 Lexical data *

6 Contracts between the Dicopro partners *

7 Standard license agreements *

7.1 Lexical data license agreement *

7.1.1 Published license agreements *

7.1.2 Other information sources *

7.1.3 List of topics to be covered in a model licensing agreement *

7.2 Tool license agreements *

Appendices *

Appendix A: LANGUAGE RESOURCES DISTRIBUTION AGREEMENT *

Appendix B: LANGUAGE RESOURCES END-USER AGREEMENT *

Appendix C LANGUAGE RESOURCES VAR AGREEMENT *

Appendix D Corporate (single or multiple site) license *

Appendix E GNU General Public License *

Dicopro Survey

At an early stage in the project, the partners decided to run a survey in order to gather information from the marketplace that would help them in making decisions on licensing schemes (WP 4) as well as distribution and pricing models (WP 11).

Survey scope and process

The survey has been conducted in two stages: a written survey and an additional telephone survey.

Written survey round

A first, written, survey document was sent to 215 targeted addressees, selected among translation companies, companies in other business sectors employing translators or other language professionals, and a small number of freelance translators. The survey form was accompanied by a letter explaining the goals of the DicoPro project and referring to the DicoPro website for further information.

Of those 215, 19 were completed and returned, i.e. approx. 9%.

An additional 27 on-line replies were received on the DicoPro website.

25 respondents, predominantly on-line replies (or 54% of the total number of answers) are independent professionals, not working in an organizational environment and therefore less interesting for the purpose of the DicoPro project, given that DicoPro is in the first place targeted to Intranets, as opposed to Internet use.

Given the high number of independent respondents, however, we will add a few extra conclusions for this category of replies.

Phone survey round

In order to ensure that the survey adequately covers not only the freelance translator sector but also the – targeted – corporate user market, the project team decided to run a second survey round that would balance the replies received on the first round.

For efficiency reasons, it was decided to only select target companies that are known or "suspected" to operate an in-house language service as well as an Intranet infrastructure, and to reduce the questionnaire to those questions that had proven to yield the most interesting answers in the first survey round, or that required further investigation.

The questions asked were:

Is the use of different dictionaries in your company currently an issue (support, different interfaces etc.)?
Would your company be interested in an Intranet solution with a uniform interface to various dictionaries? If yes, who would be the prime users: language professionals (translators) or general administrative and management, and how many?
Who would be the prime user group for such a service: language professionals or general administrative and management staff. How many of them are likely to use the service?
What would you consider to be the most suitable way to license such a service?
What reference would you use to determine a fair price for such a service?

The phone interviews were conducted with 20 companies: 5 in Belgium, 5 in France and 10 in the UK. Of the latter 10, only 5 interviews could be conducted in-depth, so only the results of these 5 are taken into account in this analysis.

The results of this second round are integrated in the "Non-independent replies" section.

Total number of replies 61

Number of independents 25

Non-independents 36 (21 written forms and 15 phone interviews)

Non-independent replies

The majority (21 out of 36) of the non-independent respondents were language professionals or heads of translation departments – the intended target group for Dicopro. Other respondents in this group are IT managers, Intranet managers and related functions.

Working environment

From the answers it is clear that the Intranet concept is only making its way slowly into the daily practice of the companies that were interviewed. On top of that, language/translation departments tend to have limited knowledge about the workings and possibilities of an Intranet system. A number of respondents working in that environment mistook Intranet for Internet (as did almost all independent respondents).

We found clearly different situations in language service (translation) companies on the one hand and corporations with in-house language departments on the other hand.

Translation companies tend to have (or plan) an Intranet with a relatively small number of in-house users (in general less than 30) which are, as can be expected, predominantly language professionals. Several of them want to open up the Intranet to their external (freelance) freelancers as well, which leads to a virtually unlimited number of users.

As expected, large corporations tend to have their Intranets already in place and translation/language departments tend to have access to them. Almost all respondents, however, expressed a great deal of skepticism concerning the use of the Intranet as a delivery medium for dictionaries, especially as a replacement for paper dictionaries.

All corporate respondents state that paper dictionaries remain the standard and regard it as highly unlikely that this habit will change in the near future. Translation companies are in that respect less categorical.

About half of the non-independent respondents have already electronic dictionaries available at their workstation (usually only 1 or 2). The data do not show any relationship between the number of electronic dictionaries available and the number of users of the network. In translation companies, however, the use of electronic dictionaries is clearly wider spread than in other corporations. The percentage of CD ROM users in translation companies is about the same as with the independent respondents.

Electronic dictionaries tend to be used locally. Only very few respondents mention dictionaries on a remote hard disk or CD (and even then mention the same as on their local CD or hard disk, which probably means that they did not understand the difference).

The dictionaries mentioned are the same as one would expect when asking questions about paper dictionaries: the most well-known general purpose dictionaries are the best represented.

Requirements

The replies to the questions about dictionaries that they would like to be offered through DicoPro again represent the traditional use of paper dictionaries. Translators (but also non-translators) are loyal to their traditional dictionaries.

Some respondents make the remark that they would not be inclined to change to electronic dictionaries as far as general purpose dictionaries is concerned, but only for highly specialized material.

Every single respondent confirms that he/she wants to have access to dictionaries from different publishers!!

There is a clear difference in focus between respondents in translation companies and those in other corporations. As expected, translation companies are much more interested in on-line access to specialized dictionaries (and internally developed glossaries), while many respondents in other corporations are interested in general dictionaries, to be used by non-language professionals, complemented by a limited number of specialized dictionaries, obviously focusing on the business activity of the company, for use by the language departments.

An important factor to take into account is that corporate respondents do not consider the accessibility to dictionaries to be a major issue.

Licensing schemes and prices

A majority (19) of non-independent respondents mentions site licenses as the preferred licensing scheme, with subscriptions (11) and usage based invoicing (8) as runners-up. Usage based invoicing is predominantly mentioned, either by translation companies, or as a preferred option for rarely used dictionaries in the other corporations.

Several respondents state that the provider should offer different licensing possibilities (i.e. a kind of an à la carte system).

Most respondents (resp. 13 and 12 of the written forms – the question was not asked during the phone interviews) are interested in regular updates and a lump sum for several dictionaries. Special indices generate a lot less interest (7).

Buying licenses through the Internet would in general not influence the respondent's decisions.

Access control

As far as access control systems are concerned, there is clearly a lack of knowledge or preference (21 Don't Know replies of the written forms). Among the actual choices, there is no representative winner, though control through direct link with the Publishers seems to have a certain preference (6 replies, against 4 for off-line control and 3 for Dongle and Third Party control). Striking is the low number (3) of No Control answers, although the high number of Don't Knows might partly hide some No Control answers as well. From these results, no solid conclusions can be drawn.

Expected pricing

The question about expected pricing is clearly a difficult one to answer for all respondents.

Only 14 respondents answer the question about expected pricing, which was to be expected and makes any conclusions about this issue doubtful, especially since not all of them give price indications for all the pricing schemes suggested in the questionnaire.

For renewable individual licenses, the prices indicated vary between 5 and 100$ for a 12 month period, with average and median around 40$ (the 100 dollars clearly coming from someone who did not understand that this is for 1 dictionary only – the respondent might have given the same answer for a multi-dictionary lump sum). Indicative, however, is that the preference for a 12-month period is unanimous.

Very few answers were received for the lump sum pricing. Expectations there ranged between 2 and 8 times the individual subscription level.

There were more suggestions for unlimited site licenses, which range from 75$ to 15000$ ! Companies with similar numbers of users give very different suggestions (a factor of 1 to 10 !), which makes it impossible to draw any conclusions about recommended site licensing pricing.

The picture is somewhat clearer what the usage-based pricing is concerned: Several respondent had a clear view on this. A price of 2$ per search for the 0-100 searches category seems to be acceptable (although other respondents suggest 0.15 or 0.2$). For the other categories, a 20-25% unit price decrease per category is suggested.

Most respondents would be interested in providing information in return for a price reduction, but most of them would only accept undetailed information.

A few useful hints were gathered concerning the price reference used to make the pricing suggestions. Most respondents will compare the price of an Intranet solution with their current expenses in dictionary use (i.e. the acquisition of paper and – to a lesser extent – electronic dictionaries), although one respondent explicitly linked the pricing level to the pricing of linguistic software that includes dictionary or lexical material (e.g. terminology or translation memory software). Companies who already have an Intranet in place also mention the existence of an Intranet budget which covers all services offered through this channel – an acceptable pricing therefore would depend on the total Intranet budget.

Extension of DicoPro to the Internet is definitely viewed as a positive feature – mainly because most respondents do not currently have an Intranet, or in order to have access to distant servers (it is probably not understood that the question meant distant Dicopro servers, people think about continuing to access Internet servers like Eurodicautom).

Information about DicoPro

Very positive is the fact that almost all respondents declare that they want to be kept informed about the future developments of DicoPro, and – even more important – only a few ones indicate that they do not wish to be contacted anymore.

This seems to indicate that DicoPro would meet an existing demand and that there is a commercial future for this type of service.

Independent professionals

The main differences in the answers coming from independent professionals concern the delivery environment, the type of use they want to make of DicoPro and the licensing schemes that they would prefer.

Since independent professionals do not have an Intranet, the only delivery environment they are interested in is the Internet.

Almost all independent professionals (translators and interpreters) indicate that they are almost exclusively interested in specialized dictionaries and glossaries. The list of works mentioned in the answers is a clear indication of the wide spread of titles that would be welcomed. In general, however, less than 10 specialized titles would cover the majority of immediate translator's needs (Routledge, Ernst, Kluwer, etc.).

Generic dictionaries are obviously of very little use to them (as one respondent noted, a translator is supposed to know the generic language).

In the licensing schemes, independent professionals prefer – not surprisingly – a renewable individual license or a usage-based invoicing.

General Conclusions

Despite the small number of answers and the large number of replies coming from – not targeted – freelance professionals, certain trends can be identified:

Intranet is certainly not yet the widely available channel that we would like it to be, but the vast majority of corporate users is highly interested in this type of Intranet service.
At the same time, however, everybody states that dictionary users like paper and (will) have difficulty to imagine to replace it by an Intranet service.

People are loyal to the dictionaries they are used to: they want to be able to use through the Intranet the same dictionaries that they have been using in paper or CD ROM form, although one clearly sees a reduction in the variety of titles (especially in generic vocabulary dictionaries) which is probably caused by the marketing efforts of publishers having dictionaries in CD ROM form.

Freelance professionals (but also translators in a company environment) are more interested in specialized dictionaries than in generic vocabulary dictionaries.
Everybody wants access to dictionaries stemming from various publishers: this is clearly the wish to use best of breed dictionaries, depending on language or language combination.
Intranet users (or potential Intranet users) have a clear preference for site licensing, while individual users would logically be more interested in an individual subscription. A contract duration of 12 months seems to be the general choice. There is a clear interest to pay more for regular updates and bundling of several dictionaries under the same contract.
Lacking good references, respondents in general have no (or only a vague) idea about the price level they would be considering as "normal".

Marketing approach

Target markets and niche

The type of product that Dicopro represents – an Intranet-based dictionary access system – limits the sales potential to users that meet the following criteria:

they need to see the importance of access to dictionaries and other lexical/terminology data. This would require (a) frequent international contacts or frequent need for foreign language correspondence and (b) the presence of a dedicated language service and/or a large enough staff that has these international contacts
the scale of the user corporation/institution needs to be large enough to feel the need for investment control (compared to occasional acquisition of paper or CDROM dictionaries).
they need to be technologically advanced: a potential Dicopro user must operate an Intranet and understand the advantages of this technology.

Typical organizations that meet those criteria are:

larger translation companies
consulting firms
telecommunication companies
all major international companies
all international institutions
government agencies in multilingual countries
trading organizations
...

From the Dicopro survey (chapter 1 of this Exploitation Plan), a number of marketing conclusions can be drawn:

the acquisition of dictionaries is currently in the hands of language professionals, typically people with a more traditional approach to new technologies. This largely explains why paper is still the predominant choice, even when the acquired dictionary is also available in electronic (CDROM) format.
The budget scale and technological implications of implementing a Dicopro solution would clearly exceed the decision power of the people that currently buy dictionaries in the various organizations that make up the Dicopro target market.
Therefore future product marketing needs to be aimed at two targets:

(1) language professionals, in order to increase their receptiveness to technologically more advanced solutions, and therefore reduce their resistance against electronic dictionaries

(2) people (in the target organizations) that have the required decision power. The identity of those people obviously depends on the structure of the organization. These could be IT managers, marketing managers, office managers, PR/communication managers, translation managers,...

corporations and large institutions prefer a tight budget control. Therefore, licensing schemes should tend more towards lump sum or subscription models, contrary to transaction-based billing and e-commerce which are licensing models that are better suited for Internet applications.

the wealth of the dictionary offering will be a determining factor. Corporations and institutions alike want to be able to continue to use those dictionaries that they are used to.
This does not only apply to general-language dictionaries, but also to more specialized works like technical dictionaries and bilingual dictionaries. This will require a special effort to arouse the interest of other publishing houses to make their dictionaries available for inclusion in the Dicopro offering.
the possibility to include customer-specific terminology in the offering is clearly considered an advantage.

Potential revenues

Given the number of unknowns in the equation, we choose not to make any guestimates for the potential revenues of a Dicopro offering. In fact, it is not possible to make any reliable statement on this matter, for the following reasons:

today, only a fraction of the theoretically interested organizations and corporations have an Intranet installed and are therefore legitimate potential users. The number of Intranets is expected to grow rapidly in the coming years, but there are no reliable estimates for such growth.

since this is a new type of product, neither the interviewed potential users, nor the publishing houses that participate in the Dicopro project have a clear idea about acceptable pricing levels for a Dicopro offering. This is independent from the licensing schemes, for which recommendations could be formulated.

a Dicopro offering would without any doubt in part cannibalize existing revenue streams. Most potential customers would choose to implement a Dicopro solution as a replacement for standalone paper or CD ROM dictionaries which today form the dictionary publisher's main revenue stream.

Marketing channels

From discussions with survey respondents, it has become clear that the main success (or failure) factor of Dicopro will be the wealth and depth of dictionaries available in this format.

Therefore, marketing as formulated at the outset of the Dicopro project has to be focused first on publishers, to explore the interest of other publishers to market their dictionaries in Dicopro format, on top of paper, CD ROM and any other proprietary format, before any product marketing as mentioned in 1.1 can be envisaged.

In fact, only when a critical mass is achieved which gives access to the majority of those dictionaries that respondents have identified as the most wanted ones, can Dicopro be viable as a commercial product. This includes both general language dictionaries and specialized dictionaries, in particular bilingual ones which form the main working instrument of language professionals.

Before this can be done, however, the results of the Dicopro project need to be analyzed internally by the participating publishing houses in order to confirm their interest in pursuing a Dicopro offering in the future. Without a clear commitment from these companies, there is no chance that any marketing effort towards additional publishing houses will be successful.

Trade shows

In Europe there is in effect only one trade show which can be instrumental in building relationships with the other publishing houses, which is the Frankfurt Book Faire, organized in October.

Once a critical mass of dictionaries has been created for actual sales, marketing can be extended to other (national) book fairs, as well as fairs with a clear Internet/Intranet focus.

Priority should be given to trade shows that focus on corporate visitors, compared to wide audience shows.

Main book fairs in Europe

Frankfurt Book Fair October www.frankfurt-book-fair.com

London International Book Fair March www.libf.com

Göteborg International Book Faire September www.bok-bibliotek.se

Salon du Livre, Paris March salondulivre.reed-oip.com
Internet/Intranet Trade Shows

Internet World trade show series

(approx. 10 events yearly throughout Europe) events.internet.com
Other Trade Shows

Expolangues, Paris February expolangues.reed-oip.com

MILIA, Cannes, France February http://www.reedexpo.com/fact-sheets/817.html

Distribution

Distribution models

One characteristic of Dicopro is that there is not one single owner of the system, but a combination of one tool owner and a potentially changing variety of content owners.

This offers the possibility to envisage two basic types of distribution model:

One-stop shopping model

Customer consultancy, system implementation, content sales and after sales support are offered by one and the same distributor.

Given the breadth of skills that this model requires from the distributor, the choice of potential distributors will be limited.

Pro's:

Easier to give Dicopro brand awareness and to improve productizing

Clear responsibility of distributor

Effective support for Dicopro installations

Marketing and sales effort taken care for by commercial entities in order to penetrate the market

Financing of further tool development can be easily integrated in the pricing package

Publishers can maintain their traditional distribution methods

Con's:

Model seriously limits the choice of potential distributors

Given the type of potential distributors (see below), high risk for divergent developments and/or contradictory enhancement requests (e.g. integration into corporate tools), which are likely to put strain on the tool provider

Split distribution model system/content/key

Dicopro consists of clearly separated parts that can be distributed together or individually

Dicopro tool

Content (dictionaries, glossaries, etc.)

Security keys

The tool can be "freely" downloaded and installed by an experienced customer, or by a distributor as part of an Intranet consulting and implementation project.

The contents can be sold through traditional channels (e.g. bookstores) together with the necessary security keys, or "freely" downloaded (e.g. from the publisher's own website) in an encrypted form – ready to be installed but not yet readable.

The security key is that part of the product that gives access to the encrypted contents of one dictionary. It is a human-readable file that contains the details of the license as well as a signature string that depends on the readable license details and the private key of the publisher. It can be delivered on-line or off-line, even as an attachment to an e-mail message, using any distribution channel available: traditional bookstores (presumably bundled with the contents data), Internet bookstores, a publisher's website, etc.

The key is the only part of the system that is paid for by the user. This concept is closely related to that of software packages that can be freely copied, but require a dongle or some other protection device to be fully exploited. Users do not buy the product itself, they buy a license.

Pro's:

Very flexible distribution model

Wide choice of distributors, including the traditional channels

No supplementary cost on top of the dictionary cost, unless implementation consulting and support is required.

Extremely low overhead for publishers. They only need to make the encrypted data available through a server, or alternatively they can put a large number of encrypted dictionaries on one CD.

Publishers are not dependent on the efforts of a single distributor to create demand for their products. They can continue to promote their own titles independently, as they have been doing in the past for the paper or CD ROM titles.

Con's:

No strong driving force for marketing/sales of the concept as a whole

Scattered responsibility. Who is responsible for supporting Dicopro installations and who can this party turn to in case of technical issues?

Distribution channels

The Dicopro concept brings a new dimension to dictionary distribution that may lead to new types of channels being added to the distribution landscape.

The distribution skills needed are not the same for Dicopro and for a paper or CDROM-based dictionary:

Required

Dicopro

Paper/CDROM

Inventory management

N

Y

Implementation support

Y

N

Training

Y

N

Technical support

Y

N

Consulting

Y

N

Current dictionary distribution channels

Channel

Can implement Dicopro?

Reason

Traditional bookstore

N

No Intranet implementation, support or training skills

Internet bookstore

N

Companies might have the required Intranet technical skills, but do not have an external sales organization. Therefore lack support, training and consulting skills.

Potential Dicopro distribution channels

Channel

Likely? (1-5)

Reason

Traditional bookstore

2

A (small) number of larger bookstores or chains (e.g. Fnac) might develop a parallel department focused on this type of offering, or develop a partnership with an implementation company.

Internet bookstore

1

The very nature of Internet bookstore management, aimed at low order processing cost, makes it unlikely that they would consider stepping into a high support cost business.

Publisher

4

Publishers may want to develop a direct sales channel through which they can offer this kind of application, including their full dictionary offering as well as that of partnering publishers.

Consultancy firm

5

Consultancy firms (e.g. Anderson Consulting) are already today instrumental in the sales and development of various types of Intranet applications. They have both the sales organization and the technical skills to help customers implement a Dicopro installation.

Integrator

5

idem Consultancy firms

Profile of a Dicopro distributor

In-depth knowledge of Intranet technology.

Capability to implement Intranet applications.

Skills to assist the user in choosing the right mix of licensing schemes and dictionaries

Offer technical support and training – both for end-users and Intranet administrators.

Dicopro content extension

With the possible exception of the Dictionary Publishers themselves (who may want to promote separate single-brand versions of Dicopro), all distribution channels will largely depend on the availability of Dicopro-enabled versions of the dictionaries and other reference works that are required by the potential users.

Although large distributors (typically consulting firms and integrators) might have the buying power to convince publishers to convert existing lexicography bases to the Dicopro format, the Dicopro partners feel that a special effort will be needed to reach the critical mass (available choice of dictionary titles) that is needed to achieve market penetration.

This could be achieved through

a dedicated and independent organization that could be part of / related to the tool provider, i.e. not linked to any publisher

a consortium or partnership of dictionary publishers. For obvious reasons, there is a risk that the addition of dictionaries that belong to non-member publishers would not be actively pursued, but this drawback could be compensated by a more active approach where it comes to those dictionaries belonging to the member publishers. The determining factor will therefore be the size of the consortium and the dictionary offering breadth of its members. The addition of non-consortium member titles should in such a scenario be pursued separately by the individual distributors.

automatic advertising new Dicopro dictionary titles through the DIS sites.

Action plan for Dicopro marketing - Summary

Obtain productizing commitment from current publishing partners

Without a clear commitment from the existing publishing partners to push Dicopro further as an alternative sales platform for their dictionaries, commercial success of Dicopro would be extremely unlikely.

Obtain commitment from the tool manufacturer as to continued support and further development of the software part

Without this commitment, it will be impossible to find any reseller/distributor/VAR ready to resell Dicopro. An alternative for full commitment from the tool manufacturer would be the total transfer of all tool ownership rights to the selected reseller.

Diversify the publisher community that supports Dicopro as a sales platform

Especially publishers owning specialized dictionaries need to be added in order to make the Dicopro dictionary offering reach the critical mass that it needs to obtain credibility in the market place.

Identify sales/distribution candidates

When 3.1 through 3.3 are met, discussions with sales/distribution candidates can start. The choice of these candidates will be based on the chosen distribution model.

Before going into these negotiations, publishers will need to define the pricing policy for their products in Dicopro version.

Product marketing

Product marketing is carried out by the selected distributors/resellers.

Ownership and intellectual property

Tool

It is understood and agreed between the partners that the ownership and intellectual property of the Dicopro tool resides with the partner that has developed the tool, i.e.:
Suissetra Asbl, (short ISSCO)
Institut dalle Molle pour les Etudes Sémantiques et cognitives
54, Route des Acacias
CH-1227 Genève

Apart from the user license of the Dicopro tool, customers require a user license of the following third party products that are required to run the tool:

MySQL – property of TcX DatakonsultAB (for licensing details, consult http://www.tcx.se/). MySQL itself also contains parts owned by third parties but for which public licenses are given.

Java interpreter – since the Dicopro client has been developed in Java. The client machine needs to run a Java interpreter.

Lexical data

It is understood and agreed between the partners that the ownership and intellectual property of the lexical data that are made available through the Dicopro system remain exclusively with the publishers that have made them available for the Dicopro project.

Contracts between the Dicopro partners

The usage of both the tool and the lexical data in the framework of the Dicopro project is government by the validation contract (Annex 11.2) which binds all Dicopro partners.

Standard license agreements

Given the different nature of the two major elements in Dicopro – the tool and the lexical data – and the fact that the ownership resides with different entities, it is felt that it will be extremely difficult – if at all possible – to define a common license agreement for the Dicopro environment as a whole.

Lexical data license agreement

The partners agree that it is premature to create any form of standard license agreement for the lexical data.

This statement is based on the fact that:

the Dicopro product cannot be considered to be in a final state (see Deliverable 10.2) and is therefore currently not marketable

as described in chapter 2 of this Exploitation plan, there are several possible ways to distribute the product. It is the distinct feeling of the publisher partners that license agreements for the lexical data need to be adapted to the distribution channel and can therefore not be drafted before distribution channels are chosen.

This being said, a list of topics can be drafted that will need to be covered in such standard license agreements.

This list is drafted based on an analysis of a number of documents and other information sources:

Published license agreements

ELDA – The distributing agent of ELRA – published on its website 3 license models: one for the publisher, one for the user and one for a VAR agreement. All three are attached to this document (Appendices A, B and C)

WWW.LICENCINGMODELS.COM – an initiative of five major journal subscription agents: Blackwell, Dawson, EBSCO, Harrassowitz and Swets. Especially the licensing model for Corporate libraries can serve as a basis for the publisher partners to design their own licensing agreement. For this reason, this licensing model is attached to this document (Appendix D)

NESLI – National Electronic Site License Initiative – a JISC-funded program to deliver a national electronic journal service to the UK higher education and research community. Publishes on their website www.nesli.ac.uk/nesli8.html a model license which is virtually identical to the Appendix D model license mentioned above.

Other information sources

EBLIDA (European Bureau of Library, Information and Documentation Associations) – The www.eblida.org site offers a wealth of information on licensing and other topics (www.eblida.org/ecup/licensing), though mainly viewed from the licensee's perspective. While this may not always be compatible with the publisher's interests, this view is equally important as a source of inspiration.

Especially the page "Licensing Digital Resources: How to avoid the legal pitfalls?" is very instructive and gives a detailed explanation of the clauses that a licensee (in this case a librarian) may expect in a licensing agreement. Turned the other way round, this therefore can be used as a guideline to define the potential clauses in a common licensing agreement.

The Licencemodels.com and Nesli addresses above were mentioned in this website.

SLA – Special Libraries Association (US) – publishes the Principles for Licensing Electronic Resources on its website (http://www.sla.org/govt/diglic59.html), drafted in July 15 1997. This document contains, among others a clear list of licensing principles, a list of terms that should be defined in a licensing agreement, as well as a useful list of references to other licensing resources.

List of topics to be covered in a model licensing agreement

Definitions of terms used in the agreement.

Given the specific nature of the agreement, terms may have a meaning that differs from their common meaning and therefore require precise definition. E.g. when referring to the data themselves, different interpretations are possible: the lexical data as such, the computer file(s) that contain(s) them, the subset of data that is shown as a search result list, an article that is displayed on the screen, etc. A good example of these definitions is shown in Appendix D.

It is of prime importance to be as explicit as possible in the definitions, to avoid any discussions in case of infringement.
Ownership & IPR's

The agreement needs to define the scope (or rather absence) of ownership and intellectual property rights that the licensee acquires.

This includes:

A clause that univoquely safeguards the ownership and intellectual property rights of the licenser on the licensed data.

The previous clause is usually doubled by a clause that explicitly states the absence of any ownership and intellectual property rights of the licensee.
Usage rights

Scope

Is the license acquired for all types of usage or only for specific types of usage (e.g. research, personal, etc.)?

Is it an exclusive or non-exclusive license?

Is the license transferable or not?

Size – The size of the license can be measured in different ways:

number of authorized users (concurrent users or seats), a number of machines (workstations or servers) on which the data can be installed. Since DicoPro is an Intranet application, and it is technically easy to give outside users through an Extranet access to that Intranet, this possibility needs to be taken into account, e.g. by explicitly excluding or including the possibility to grant access to outside users. For large organizations, site licenses or unlimited licenses are usually used. In that case, the concept of "site" has to be clearly defined. If required, a list of site addresses should be joined to the license agreement.

another way to define the size is by defining the bandwidth of the prime connection to the dictionary server(s) or the processing power of those servers, since both elements have a direct impact on the potential number of requests that can be handled by the server.

a number of requests/transactions is also a possibility, if the server contains a counting mechanism that can keep track of the status.

Backup/Copy – right to make backup copies.

In most model licenses the right to make one backup safety copy of the data is foreseen, except if the data is accessed remotely from a server managed by the licenser – which is not the case in the Dicopro product.

It is recommended not to mention only the authorized types of usage, but also to explicitly mention the ones that are not allowed.

It is also recommended to be as explicit as possible in the description of the types of usage, unless a more generic formulation can be found that will create enough legal coverage. In Appendix D, examples are shown of very detailed usage descriptions.
Start, Duration and Notice period of the license

The clause(s) defining start, duration and notice period of the license will depend on the way the product is sold.

If it is an unrevocable license, no duration or notice period are allowed.

The license can be granted for a specific duration, but can be tacitly renewed for a given duration. In that case, a notice period clause needs to be present.

In the case of a subscription-type license, duration will be the standard subscription term. In this case, a notice period can be optional.

A license based on a number of requests/transactions will usually expire once the contractual number is reached.

In all but the unrevocable license, a clause needs to be included that foresees termination of the license in case of infringement of any of the intellectual property or usage restriction clauses.

It is recommended to group all events that would lead to termination of the license agreement into one specific clause.
Warranty and/or disclaimer statements

Warranty

In general, software or data manufacturers do not give any warranties in their license agreements. The attached model agreements do mention them, but this is due to the fact that most of them have been created by associations that defend the interests of licensees, not licensers.

One reasonable exception to this rule is a warranty that the licensed data do not infringe on any third party's intellectual property rights, and a description of the measures that the licenser accepts to take to remedy that situation if third party's intellectual property rights turn out to be infringed by the licensed data.
Disclaimer

In general, licensed data is provided "as is". An adequate disclaimer concerning the accuracy of the information contained in the licensed data, their merchantability or their fitness of use for a particular purpose is to be integrated into the license agreement.

It is also recommended to include a liability limitation clause that limits the potential impact of any damages that may be caused to Licensee or third parties by the use of the licensed data.

Confidentiality

Some of the model license agreements that are mentioned in this document also contain a confidentiality clause governing the mutual confidential treatment by the licensing parties of each other's business information. It is however questionable whether such a clause is required in a model license agreement.
Generic legal clauses

A number of generic legal clauses need to be added to the license agreement to govern such issues like applicable jurisdiction, partial waiver of rights, partial inapplicability of clauses, etc.

These cases are adequately covered by the chapter 9 in Appendix D.

Tool license agreements

The tool developer, ISSCO, currently plans to make the Dicopro tool available under a public license.

Most manufacturers of public license software adhere to the standards as set forth in one of the public license agreements that are freely available on the Internet.

The most well-known of these agreements is the GNU public license which is attached to this document as Appendix E.

Appendices

A sLiDis.rtf (ELDA)

B sLiUse.rtf (ELDA)

C svar.rtf (ELDA)

D corp_license.htm (Blackwell, Dawson, EBSCO, Harrassowitz and Swets)

E GNU_public_license.htm (Free Software Foundation)
Appendix A:
LANGUAGE RESOURCES DISTRIBUTION AGREEMENT

BETWEEN

"....................."

and

ELDA

(European Language resources Distribution Agency)

This agreement is made by and between:

"...........................", (hereinafter called PROVIDER), having its principal place of business at:

AND

ELDA, (hereinafter called DISTRIBUTOR), the distribution agency commissioned by ELRA, having its principal place of business at:55-57 rue Brillat Savarin - 75013 Paris, FrANCE

registered at the Tribunal de commerce de Paris : RCS Paris B 402 781 876 (95b147 95)

Terms and conditions

PROVIDER certifies that he is the rightful holder of the Languages Resources described in Exhibit A.

PROVIDER grants DISTRIBUTOR, who accepts, the non-exclusive right to distribute the Language Resources described in Exhibit A. "Distribution" shall mean that PROVIDER enables DISTRIBUTOR to market the Language Resources according to DISTRIBUTOR's marketing, distribution and commercialization policies.

PROVIDER authorizes DISTRIBUTOR to grant USER Licenses for the use of the Language Resources to any legal entity. DISTRIBUTOR shall impose the relevant obligations of this AGREEMENT on such entity.

The Language Resources may be duplicated by DISTRIBUTOR as indicated in Exhibit B. DISTRIBUTOR is also authorized to reproduce, in whole or in part, and to modify the Language Resources, as well as the accompanying DOCUMENTATION and MANUAL for the purposes of distribution.

DISTRIBUTOR agrees to pay PROVIDER a compensation. The mode of payment and schedule of payments are incorporated in Exhibit C.

DISTRIBUTOR shall give appropriate references to PROVIDER in scholarly literature when the Language Resources are mentioned. DISTRIBUTOR shall not use the name of provider in any publication in any manner that would imply an endorsement of DISTRIBUTOR or any product or service offered by DISTRIBUTOR.
PROVIDER gives no warranty for merchantibility and/or fitness for a particular purpose of the Language Resources.
DISTRIBUTOR gives no warranty for the commercial success of its marketing efforts.

Both parties exclude all liability of whatsoever nature for direct, consequential or indirect loss or damage suffered by the other, in connection with the distribution of Language Resources.

Neither party shall be held responsible for any delay or failure in performance caused by « force majeure » or other causes beyond the parties’ control and without the parties’ fault or negligence. Should such event occur, all obligations in this Agreement should be sustained throughout the duration of the event.

The entire Agreement is composed of the 10 articles herein together with Exhibits A, B, and C thereafter.

In witness whereof, intending to be bound, the parties hereto have executed this AGREEMENT by their duly authorized officers:

AUTHORIZED SIGNATURES :

________________ ________________

On behalf of Provider On behalf of ELDA

Name: Name: Khalid CHOUKRI

Title: Title: Managing Director

Date: Date:

EXHIBITS

EXHIBIT A: Language resources description:

Description of Language Resources

EXHIBIT B: MEANS OF DATA DELIVERY:

Means of delivery:

To be defined: CDROM/Tape/pc-floppy disks?

Duplication of data: this could be done by the provider or by the distributor

EXHIBIT C : PAYMENT SCHEDULE:

The revenues are shared on the following basis: ELRA= xx%, Provider= xx%

The price per copy is:

Commercial use:

ELRA members:

Others :
Research use:

ELRA members:

Others :

Appendix B:
LANGUAGE RESOURCES
END-USER AGREEMENT

This agreement is made by and between:

"................................", (hereinafter called END-USER), having its principal place of business at:

AND

ELDA, (hereinafter called DISTRIBUTOR), the distribution agency commissioned by ELRA, having its principal place of business at: 55-57 rue Brillat Savarin - 75013 Paris, FRANCE

registered at the Tribunal de commerce de Paris:

RCS Paris B 402 781 876 (95b147 95)

whereby it is agreed as follows:

Language Resources, object of this Agreement are described in Exhibit A.

The site of use of the Language Resources is mentioned in Exhibit B.

Within this Agreement Distributor grants End-User, engaged in bona fide language engineering research, the non-exclusive right to use the Language Resources, exclusively for the purposes of their language engineering research activities.

End-User is not permitted to reproduce the Language Resources for commercial or distribution purposes and to commercialise (or distribute for free) in any form or by any means the Language Resources or any derivative product or services based on all or a substantial part of it.

Distributor grants End-User the right to reproduce the Language Resources temporarily or permanently, to translate, adapt, arrange and modify by any means the Language Resources, if one or all of these acts are necessary to access and make the agreed use of the contents of the Language Resources. End-User is permitted to make a copy of the Language Resources for purposes of archiving only.

Without prejudice to the other provisions, the rights referred to herein shall be non transferable to any other entity. The Language Resources shall not be transferred to or accessed from any other site.

End-User acquires no ownership, rights or title in all or any parts of the Language Resources.

Distributor and Owners accept no responsibility for the accuracy or completeness of the data or for the consequences of their use. DISTRIBUTOR and Owners give no warranty for merchantibility and/or fitness for a particular purpose of the LRs.

End-User shall give appropriate references to Distributor in scholarly literature when the Language Resources are mentioned.

End-User shall not use the name of Distributor in any publication in any manner that would imply an endorsement of End-User or any product or service offered by End-User.

END-USER has no right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of DISTRIBUTOR, it being intended that each party shall remain an independent contractor responsible for its own actions.

Neither party shall be responsible for damages caused by the other party's non-fulfillment of provisions of this AGREEMENT.

Both parties exclude all liability of whatsoever nature for direct, consequential or indirect loss or damage suffered by the other.

END-USER agrees to pay DISTRIBUTOR a compensation. The mode of payment and schedule of payments are incorporated in Exhibit C and form part of this AGREEMENT.

This Agreement is subject to, construed and interpreted in accordance with the Law of France. Should it not be possible to settle amicably differences of interpretation out of this Agreement, then the case shall be brought before the regular courts of law for a decision. The "Tribunal de commerce de Paris" shall be the only competent court.

The entire Agreement is composed of the 15 articles herein together with Exhibits A, B, and C thereafter.

In witness whereof, intending to be bound, the parties hereto have executed this AGREEMENT by their duly authorized officers.

AUTHORISED SIGNATURES:

________________ ________________

On behalf of On behalf of ELDA

Name: Name: Khalid CHOUKRI

Title: Title: Managing Director

Date: Date:

EXHIBITS

Exhibit A

Language Resources refer to:

Exhibit B

SITE OF USE:

EXHIBIT C

Compensation:
Appendix C
LANGUAGE RESOURCES
VAR AGREEMENT

This agreement is made by and between:

"............................. ", (hereinafter called VAR), having its principal place of business at:

AND

ELDA, (hereinafter called DISTRIBUTOR), the distribution agency commissioned by ELRA, having its principal place of business at: 55-57 rue Brillat Savarin - 75013 Paris, FRANCE

registered at the Tribunal de commerce de Paris:

RCS Paris B 402 781 876 (95b147 95)

- both referred to as "the parties" -

Within this AGREEMENT, Distributor grants VAR:

The non-exclusive right to use the Language Resources (LRs), described in Exhibit A, for the VAR's own internal applications (such as internal research and development activities).

The non-exclusive right to create derivative products or services from the LRs for internal research purposes and/or internal technology development.

The non-exclusive right to distribute and market, according to VAR's commercialization policies, any derivative product or service from the LRs by VAR.

Without prejudice to the other provisions, the rights referred to herein shall be non transferable to any other entity.

Distributor grants VAR the right to reproduce the Language Resources temporarily or permanently, to translate, adapt, arrange and modify by any means the Language Resources if one or all of these acts, which normally require an authorization from the LRs owner, are necessary to access and make the agreed use of the contents of the LRs.

Distributor grants VAR the right to rework and build upon the Language Resources, or any component thereof, as necessary or desirable for research or technology development activity at VAR's site (defined in Exhibit B), and create derivative products or services for the VAR's own internal research and development.

VAR shall not, without the authorization of DISTRIBUTOR, make available to the public all or a substantial part of the contents of the Language Resources, evaluated quantitatively and/or qualitatively, by the distribution of copies, by renting, leasing or any other form of distribution.

VAR and DISTRIBUTOR are independent contractors. Nothing contained in this AGREEMENT shall be construed as creating an employer-employee relationship, a partnership or a Joint Venture between VAR and DISTRIBUTOR.

VAR has no right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of DISTRIBUTOR, it being intended that each party shall remain an independent contractor responsible for its own actions.

VAR shall give appropriate references to LRs in scholarly literature when the Language Resources are mentioned. VAR shall not use the name of DISTRIBUTOR in any publication in any manner that would imply an endorsement of VAR or any product or service offered by VAR.

DISTRIBUTOR gives no warranty for merchantibility and/or fitness for a particular purpose of the LRs.

Neither party shall be responsible for damages caused by the other party's non-fulfillment of provisions of this AGREEMENT.

Both parties exclude all liability of whatsoever nature for direct, consequential or indirect loss or damage suffered by the other.

VAR agrees to pay DISTRIBUTOR a compensation. The mode of payment and schedule of payments are incorporated in Exhibit C and form part of this AGREEMENT.

The entire Agreement is composed of the 14 articles herein together with Exhibits A, B, and C thereafter.

In witness whereof, intending to be bound, the parties hereto have executed this AGREEMENT by their duly authorized officers.

AUTHORIZED SIGNATURES:

_______________________ ______________________

On behalf of On behalf of ELDA

Name: Name: Dr Khalid Choukri

Title: Title: Managing Director

Date: Date:

_________________________________________________

EXHIBITS

Exhibit A: Description of LR

Exhibit B: Site of use

Exhibit C: Compensation
Appendix D
Corporate (single or multiple site) license:
Version number 1.1 15/9/99

THIS LICENCE IS AGREED the ___________ day of __________[199_][200_]

BETWEEN

1 [FULL CONTRACTUAL NAME] of [full address] ("the Publisher")

and

2 [FULL CONTRACTUAL NAME] of [full address] ("the Licensee")

WHEREAS the Publisher holds the rights granted under this License

AND WHEREAS the Licensee desires to use the rights and the Publisher desires to grant to the Licensee the license to use the rights for the Fee, subject to the terms and conditions of this License.

IT IS AGREED AS FOLLOWS: -

1.

KEY DEFINITIONS

1.1

In this License, the following terms shall have the following meanings: -

Agent

A third party appointed from time to time by the Licensee to act on the Licensee's behalf, who may undertake any or all of the obligations of the Licensee under this License, as agreed between the Licensee and the Agent.

Authorised Users

current members of the staff (whether on a permanent, temporary or contract basis) [and contractors] of the Licensee who are permitted to access the Secure Network from within the Licensee's Premises [or from such other places where Authorised Users undertake their work for the Licensee (including but not limited to Authorised Users' offices and homes)] and who have been issued by the Licensee with a password or other authentication.

Commercial Use

Use for the purposes of monetary reward (whether by or for the Licensee or an Authorised User) by means of sale, resale, loan, transfer, hire or other form of exploitation of the Licensed Materials. For the avoidance of doubt, use by the Licensee or by an Authorised User of the Licensed Materials in the course of research, product development and related activity in the normal course of business does not constitute Commercial Use.

Fee

The Fee set out in Schedule 1 or in new Schedules to this License which may be agreed by the parties from time to time.

Licensee's Premises

The physical premises owned or operated by the Licensee, as specified in Schedule 3.

Licensed Materials

the electronic material as set out in Schedule 1 or in new Schedules to this License that may be agreed by the parties from time to time.

Publisher's Representative

A third party appointed from time to time by the Publisher to act on the Publisher's behalf, who may execute this License on behalf of the Publisher and undertake any or all of the Publisher's obligations under this License, as agreed between the Publisher and the Publisher's Representative.]

Secure Network

A network (whether a standalone network or a virtual network within the Internet) which is only accessible to Authorised Users approved by the Licensee whose identity is authenticated at the time of log-in and periodically thereafter consistent with current best practice, and whose conduct is subject to regulation by the Licensee.

Server

The server, either the Publisher's server or a third party server designated by the Publisher, on which the Licensed Materials are mounted and may be accessed.

[Subscription Period]

That period nominally covered by the volumes and issues of the Licensed Material listed in Schedule 1, regardless of the actual date of publication.

2.

AGREEMENT

2.1

The Publisher agrees to grant to the Licensee the non-exclusive and non-transferable right, throughout the world, to give Authorised Users access to the Licensed Materials via a Secure Network subject to the terms and conditions of this License, and the Licensee agrees to pay the Fee. The Agent will be responsible for processing payment of the Fee (and will be entitled to receive any refund of the Fee) on behalf of the Licensee, unless notified otherwise, in which case the Fee will be paid by the Licensee direct to the Publisher [Publisher's Representative].

2.2

[This License shall commence at the beginning of the Subscription Period, for each of the Licensed Materials as set out in Schedule 1 or in new Schedules to this License that may be added subsequently; and shall automatically terminate at the end of the Subscription Period, unless the parties have previously agreed to renew it.]
Or
[This License shall commence on [date] and shall remain in effect [until {date}] [for {three} years from that date and shall [continue thereafter to be in effect unless terminated by either party by six months written notice to the other] [then terminate unless the parties agree in writing to renew or extend the License on the same terms or as may be agreed in writing at the time].]

2.3

[On termination of this License, the publisher shall provide continuing access for Authorised Users to that part of the Licensed Materials which was published and paid for within the subscription period, either from the Server or by supplying [electronic files] [CD-ROMs] to the Licensee [except where such termination is due to a breach of the License by the Licensee which the Licensee has failed to remedy as provided in 8.1.1 and 8.1.2 of this License].

3.

USAGE RIGHTS

3.1

The Licensee, subject to clause 4 below, may:

3.1.1

[Load the Licensed Materials on the Licensee's server on the Secure Network.]

3.1.2

[Make such back-up copies of the Licensed Materials as are reasonably necessary.]

3.1.3

Make such [temporary] local electronic copies [by means of cacheing {or mirrored storage}] of all or part of the Licensed Materials as are necessary solely to ensure efficient use by Authorised Users [and not to make available to Authorised Users of duplicate copies of the Licensed Material].

3.1.4

Allow Authorised Users to have access to the Licensed Materials from the Server via the Secure Network.

3.1.5

Provide, or permit the Agent to provide, Authorised Users with integrated access and an integrated author, article title[, abstract] and keyword index to the Licensed Material [and all other similar material licensed from other publishers].

3.1.6

Use the Licensed Materials as part of an integrated information service for Authorised Users that will include links between the Licensed Materials and the Licensee's own indexes, third party abstracting and indexing services and other information resources utilised by the Licensee.

3.1.7

Provide single printed or electronic copies of single articles at the request of individual Authorised Users.

3.1.8

Display, download or print the Licensed Materials for the purpose of internal testing or for training Authorised Users or groups thereof, and for internal corporate training programmes (in respect of which appropriate acknowledgement of the source shall be made).

3.1.9

Provide print or electronic copies of the Licensed Materials to national or international regulatory authorities for the purposes of, or in anticipation of, regulatory approval or patent and/or trademark applications or other legal or regulatory purposes in respect of the Licensee's products or services.

3.1.10

[Provide printed {or electronic} copies of the Licensed Materials for product, marketing or [medical] [professional] [necessary trade] information purposes, subject to the terms specified in Schedule 2. {It is understood and agreed that electronic copies are strictly forbidden for the purpose of this clause.}]

3.1.11

[The Licensee may, subject to clause 4 below, supply to an Authorised User of another library not being the Licensee's (whether by post, fax or secure transmission, using Ariel or its equivalent, whereby the electronic file is deleted immediately after printing), for the purposes of research or private study and not for Commercial Use, a single paper copy of an electronic original of an individual document being part of the Licensed Materials.]
Or
[The Licensee may, subject to clause 4 below, supply to an Authorised User of another library not being the Licensee's single copies of an individual document being part of the Licensed Materials by post, fax or electronic transmission via the Internet or otherwise, for the purposes of research or private study and not for Commercial Use.]

3.2

Authorised Users may, subject to clause 4 below:

3.2.1

Search, view, retrieve and display the Licensed Materials.

3.2.2

Electronically save parts of the Licensed Materials for personal use.

3.2.3

Print off single copies of parts of the Licensed Materials.

3.2.4

Distribute single copies of parts of the Licensed Materials in print or electronic form to other Authorised Users.

3.3

Nothing in this License shall in any way exclude, modify or affect any of the Licensee's rights under the copyright laws of [jurisdiction.]

4.

PROHIBITED USES

4.1

Neither the Licensee nor Authorised Users may:

4.1.1

remove or alter the authors' names or the Publisher's copyright notices or other means of identification or disclaimers as they appear in the Licensed Materials;

4.1.2

systematically make print or electronic copies of multiple extracts of the Licensed Materials for any purpose [other than back-up copies permitted under clause 3.1.2];

4.1.3

[except as provided in clause 3.1.12,] provide, by electronic means, to a user at another library or elsewhere, a retained electronic copy of any part of the Licensed Materials;

4.1.4

mount or distribute any part of the Licensed Material on any electronic network, including without limitation the Internet and the World Wide Web, other than the Secure Network

4.2

Publisher's [Representative's] explicit written permission must be obtained in order to:

4.2.1

use all or any part of the Licensed Materials for any Commercial Use, other than as permitted in clauses 3.1.9 and 3.1.10;

4.2.2

systematically distribute the whole or any part of the Licensed Materials to anyone other than Authorised Users;

4.2.3

publish, distribute or make available the Licensed Materials, works based on the Licensed Materials or works which combine them with any other material, other than as permitted in this License;

4.2.4

alter, abridge, adapt or modify the Licensed Materials, except to the extent necessary to make them perceptible on a computer screen [or as otherwise permitted in this License,] to Authorised Users. For the avoidance of doubt, no alteration of the words or their order is permitted.

5.

PUBLISHER'S UNDERTAKINGS

5.1

The Publisher warrants to the Licensee that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this License.

5.2

The Publisher shall:

5.2.1

[supply the Licensed Materials to the Licensee][make the Licensed Materials available to the Licensee from the Server] in the media, format and time schedule specified in Schedule 1. The Publisher will notify the Licensee [and the Agent] at least [ninety (90)] [sixty (60)] days in advance of any anticipated change of specification in respect of access method, display or any other feature that may affect the manner in which Authorised Users access and make use of the Licensed Materials.

5.2.2

[use all reasonable endeavours to] make available the electronic copy of each journal issue in the Licensed Materials [not less than {XX}days before the date] [within {XX} days] [not later than the day] of publication of the printed version. In the event that for technical reasons this is not possible for any particular journal, as a matter of course, such journal shall be identified at the time of licensing, together with such reasons.

5.2.3

provide the Licensee and the Agent, within 30 days of the date of this License, with information sufficient to enable the Licensee to access the Licensed Material.

5.2.4

[use all reasonable endeavours to] ensure that the Server has adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this License.

5.2.5

[use all reasonable endeavours to] make the Licensed Materials available to the Licensee and to Authorised Users at all times and on a twenty-four hour basis, save for scheduled routine maintenance (which shall be notified to the Licensee [not less than fourteen (14) days in advance] [in advance wherever possible]);

5.2.6

use its best endeavours to restore access to the Licensed Materials [within two (2) hours] [as soon as possible] in the event of an unscheduled interruption or suspension of the service;

5.2.7

provide adequate and competent technical support and assistance to enable the Licensee to make proper use of the Licensed Materials [, including the provision of Help Desk facilities [{during normal working hours} {between 9.00 am and 5.00 pm in whatever time zone in which access to the Licensed Materials is being made}].

5.3

The Publisher reserves the right at any time to withdraw from the Licensed Materials 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 copyright or is defamatory, obscene, unlawful or otherwise objectionable. The Publisher shall give written notice to the Licensee [not less than ninety (90) days in advance] of such withdrawal. If the withdrawal [represents more than ten per cent (10%) of the book, journal or other publication in which it appeared, the Publisher shall refund to the Licensee that part of the Fee that is in proportion to the amount of material withdrawn and the remaining un-expired portion of the Subscription Period.] [results in the Licensed Materials being substantially and materially less useful to the Licensee, the Licensee may within thirty days of such notice treat such changes as a breach of this License under clause 8.1.2 and 8.4].

5.4

The Publisher shall provide to the Licensee or facilitate the collection and provision to the Publisher and the Licensee by the Licensee or the Agent of usage data on the number [of titles] [of abstracts and] of articles downloaded or printed, by journal title, on [a monthly] [a quarterly][an annual] basis for the Publisher's and the Licensee's private internal use only. Such usage data shall be compiled in a manner consistent with applicable privacy [and data protection] laws [and as may be agreed between the parties from time to time], and the anonymity of individual users and the confidentiality of their searches shall be fully protected. In the case that the Publisher assigns its rights to another party under clause 9.3, the Licensee may at its discretion require the assignee either to keep such usage information confidential or to destroy it.

5.5

Except as expressly provided in this License, the Publisher makes no representations or warranties of any kind, express or implied, including, but not limited to, warranties of design, accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purpose. The Licensed Materials are supplied 'as is'.

5.6

Under no circumstances shall the Publisher [or the Publisher's Representative] be liable to the Licensee or any other person, including but not limited to Authorised Users, for any special, exemplary, incidental or consequential damages of any character arising out of the inability to use, or the use of, the Licensed Materials. Irrespective of the cause or form of action, the Publisher's aggregate liability for any claims, losses, or damages arising out of any breach of this License shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License in respect of the Subscription Period during which such claim, loss or damage occurred. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies. [Regardless of the cause or form of action, the Licensee may bring no action arising from this License more than [six (6)][twelve (12)] months after the cause of action arises.]

6.

LICENSEE'S UNDERTAKINGS

6.1

The Licensee shall:

6.1.1

ensure that only Authorised Users are permitted access to the Licensed Materials.

6.1.2

ensure that all Authorised Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and that they are made aware of and undertake to abide by the terms and conditions of this License;

6.1.3

[monitor compliance and] immediately upon becoming aware of any unauthorised use or other breach, inform the Publisher and take all steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence;

6.1.4

[issue passwords or other access information only to Authorised Users and ensure that Authorised Users do not divulge their passwords or other access information to any third party;]

6.1.5

provide the Publisher, within 30 days of the date of this Agreement, with information sufficient to enable the Publisher to provide access to the Licensed Material in accordance with its obligation under clause 5.2.3. Should the Licensee make any significant change to such information, it will notify the Publisher not less than ten (10) days before the change takes effect.

6.1.6

[keep full and up-to-date records of all Authorised Users and their access details and, if appropriate, provide the Publisher with [periodic][quarterly] [upon request] lists of additions, deletions or other alterations to such records as agreed between the parties from time to time;]

6.2

The Licensee hereby acknowledges that the business of the Publisher is entirely dependent upon the Publisher's intellectual property rights in the Licensed Materials, and that any material and persistent breach thereof constitutes a fundamental breach of this License, in which event, notwithstanding clause 8, this License shall immediately terminate; the Publisher shall be entitled to immediate injunctive relief and [the return of all of the Licensed Materials][the immediate removal of all electronic copies of the Licensed Materials held by the Licensee] without any rebate of the Fee and without prejudice to any other rights or remedies to which it may be entitled.

6.3

The Licensee agrees to indemnify, defend and hold the Publisher harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any claim or legal action taken against the Publisher related to or in any way connected with any use of the Licensed Materials by the Licensee or Authorised Users or any failure by the Licensee to perform its obligations in relation to this License

6.4

The Licensee shall, in consideration for the rights granted under this License, pay the Fee within thirty (30) days [of receipt of invoice] [of signature] and, if applicable, within thirty (30) days [of receipt of invoice relating to] [prior to] each subsequent Subscription Period. For the avoidance of doubt, the Fee shall be exclusive of any sales, use, value added or similar taxes and the Licensee shall be liable for any such taxes in addition to the Fee.

7.

UNDERTAKINGS BY BOTH PARTIES

7.1

Each party shall use its best endeavours to safeguard the intellectual property, confidential information and proprietary rights of the other party.

7.2

Neither party shall disclose the terms and conditions or the subject matter of this License (including, without limitation, the content of the Schedules, the list of the Licensed Materials and any usage data compiled and supplied under clause 5.5) or any other information about the other party's business to any third party without the prior written consent of the other. This provision shall survive the termination of this License, and any information obtained or received which comes within these restrictions shall remain confidential, PROVIDED always that this obligation shall not apply to any information which at the time of disclosure is in the public domain or is made available at any time by an independent third party which has not obtained it directly or indirectly in breach of any confidentiality agreement with either of the parties hereto.

8.

TERM AND TERMINATION

8.1

In addition to automatic termination (unless renewed) under clause 2.2, this License shall be terminated:

8.1.1

if the Licensee defaults in making payment of the Fee as provided in this License;

8.1.2

if either party commits a material or persistent breach of any term of this License and fails to remedy the breach (if capable of remedy) within thirty (30) days of notification in writing by the other party;

8.1.3

if either party becomes insolvent or becomes subject to receivership, liquidation or similar external administration.

8.2

On termination all rights and obligations of the parties automatically terminate except as specifically provided in this License, and except for obligations in respect of Licensed Materials to which access continues to be permitted.

8.3

On termination of this License for cause, as specified in clauses 8.1, the Licensee shall immediately cease to distribute or make available the Licensed Materials to Authorised Users [and shall return to the Publisher or destroy all Licensed Materials locally mounted pursuant to clause 3.1.1 and 3.1.2].

8.4

On termination of this License by the Licensee for cause, as specified in clause 8.1.2 above, the Publisher shall forthwith repay the proportion of the Fee that represents the paid but un-expired part of the Subscription Period.

9.

GENERAL

9.1

This License constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter of this License, whether oral or written.

9.2

Alterations to this License and to the Schedules to this License are only valid if they are recorded in writing and signed by both parties.

9.3

This License may not be assigned by either party to any other person or organisation, nor may either party sub-contract any of its obligations, except as provided in this License in respect of the Agent [and the management and operation of the Server] [and the Publisher's Representative], without the prior written consent of the other party, which consent shall not unreasonably be withheld.

9.4

If rights in all or any part of the Licensed Materials are assigned to another publisher, the Publisher shall [use its best endeavours to] ensure that the terms and conditions of this License are maintained.

9.5

[If either party shall come under the control of any third party other than that by which it is controlled at the date of this License, the other shall have the right immediately to terminate or renegotiate the terms of this License. Control shall mean either the ownership of more than fifty per cent (50%) of the ordinary share capital carrying the right to vote at general meetings or the power to nominate a majority of the board of directors.]

9.6

Any notices to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post to the address of the addressee as set out in this License or to such other address as notified by either party to the other as its address for service of notices. All such notices shall be deemed to have been received within 14 days of posting.

9.7

Neither party's delay or failure to perform any provision of this License, as result of circumstances beyond its control (including, without limitation, war, strikes, floods, 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 License.

9.8

The invalidity or un-enforceability of any provision of this License shall not affect the continuation or enforceability of the remainder of this License.

9.9

Either party's waiver, or failure to require performance by the other, of any provision of this License will not affect its full right to require such performance at any subsequent time, or be taken or held to be a waiver of the provision itself.

9.10

[This License shall be governed by and construed in accordance with { jurisdiction} law; {subject to clause 10,} the parties irrevocably agree that any dispute arising out of or in connection with this License will be subject to and within the jurisdiction of the courts of { jurisdiction}.]

[10.

USE OF AN EXPERT TO RESOLVE DISPUTES

10.1

If any difference arises between the parties on the meaning of this License or their rights and obligations, it shall first be referred to an independent expert appointed by agreement of the parties, or, in default of an agreement, by the [President] [Chair] for the time being of the [Institute of Chartered Accountants] [professional body].

10.2

Any expert so appointed shall act as expert and not as an arbitrator and his decision (which shall be given by him in writing stating the reasons for his decision) shall be final and binding on the parties.

10.3

Each party shall provide the expert with such information as he may reasonably require for the purposes of his decision.

10.4

The costs of the expert shall be borne by the parties in such proportions as the expert may determine to be fair and reasonable or, if no determination is made by the expert, by the parties in equal proportions.]

AS WITNESS the hands of the parties the day and year below first written

FOR THE PUBLISHER: [FULL NAME]

Name (in block capitals): _______________          Date: ______________

Position / Title: ______________________

FOR THE LICENSEE: [FULL NAME]

Name (in block capitals): _______________          Date: ______________

Position / Title: ______________________

SCHEDULE 1

LICENSED MATERIALS, [SUBSCRIPTION PERIOD] AND ACCESS METHOD

A schedule dated [date] to the License dated [date] between [Publisher] and [Licensee]

THE LICENSED MATERIALS

Title

[SubscriptionPeriod]

FormatSchedule

Delivery

Fee

List of Licensed Material, for each item list title, [ initial Subscription Period,] format, delivery schedule (if applicable) and Fee [for the initial Subscription Period]

ACCESS METHOD Authentication via User ID/password and IP Address Authentication via IP address

AS WITNESS the hands of the parties the day and year below first written

FOR THE PUBLISHER: [FULL NAME]

Name (in block capitals): _______________          Date: ______________

Position / Title: ______________________

FOR THE LICENSEE: [FULL NAME]

Name (in block capitals): _______________          Date: ______________

Position / Title: ______________________

SCHEDULE 2

TERMS FOR DISTRIBUTION OF MULTIPLE COPIES TO THIRD PARTIES

A schedule dated [date] to the License dated [date] between [Publisher] and [Licensee]

Optional: only include if this is provided for under 3.1.11 Terms for the distribution of multiple print copies to third parties for marketing, medical/professional information purposes. Specify price per page per copy or price per article per copy. Reporting requirements should also be specified here.

AS WITNESS the hands of the parties the day and year below first written

FOR THE PUBLISHER: [FULL NAME]

Name (in block capitals): _______________          Date: ______________

Position / Title: ______________________

FOR THE LICENSEE: [FULL NAME]

Name (in block capitals): _______________          Date: ______________

Position / Title: ______________________

SCHEDULE 3

LICENSEE'S PREMISES

A schedule dated [date] to the License dated [date] between [Publisher] and [Licensee]

List of addresses (including country where applicable) of the Licensee's Premises or sites, Domain Name(s) and IP addresses and/or ranges:
Class B Network: first two network numbers plus asterisks for host addresses, i.e.: 125.64.*.*
Class C network: first three network numbers plus an asterisk for host address, i.e.: 125.64.133.*
Single station: all four numbers, i.e. 125.64.133.20; or ranges, i.e. 125.64.133.20-125.64.133.40

Library name & address

Domain name(s)

IP addresses/ranges

Network contact:      Name:
Telephone:
Fax:
E-mail address:

AS WITNESS the hands of the parties the day and year below first written

FOR THE PUBLISHER: [FULL NAME]

Name (in block capitals): _______________          Date: ______________

Position / Title: ______________________

FOR THE LICENSEE: [FULL NAME]

Name (in block capitals): _______________          Date: ______________

Position / Title: ______________________
Appendix E
GNU General Public License

Table of Contents

GNU GENERAL PUBLIC LICENSE

Preamble

TERMS AND CONDITIONS FOR COPYING, DISTRIBUTION AND MODIFICATION

How to Apply These Terms to Your New Programs

GNU GENERAL PUBLIC LICENSE

Version 2, June 1991

Copyright (C) 1989, 1991 Free Software Foundation, Inc. 59 Temple Place - Suite 330, Boston, MA 02111-1307, USA Everyone is permitted to copy and distribute verbatim copies of this license document, but changing it is not allowed.

Preamble

The licenses for most software are designed to take away your freedom to share and change it. By contrast, the GNU General Public License is intended to guarantee your freedom to share and change free software--to make sure the software is free for all its users. This General Public License applies to most of the Free Software Foundation's software and to any other program whose authors commit to using it. (Some other Free Software Foundation software is covered by the GNU Library General Public License instead.) You can apply it to your programs, too.

When we speak of free software, we are referring to freedom, not price. Our General Public Licenses are designed to make sure that you have the freedom to distribute copies of free software (and charge for this service if you wish), that you receive source code or can get it if you want it, that you can change the software or use pieces of it in new free programs; and that you know you can do these things.

To protect your rights, we need to make restrictions that forbid anyone to deny you these rights or to ask you to surrender the rights. These restrictions translate to certain responsibilities for you if you distribute copies of the software, or if you modify it.

For example, if you distribute copies of such a program, whether gratis or for a fee, you must give the recipients all the rights that you have. You must make sure that they, too, receive or can get the source code. And you must show them these terms so they know their rights.

We protect your rights with two steps: (1) copyright the software, and (2) offer you this license which gives you legal permission to copy, distribute and/or modify the software.

Also, for each author's protection and ours, we want to make certain that everyone understands that there is no warranty for this free software. If the software is modified by someone else and passed on, we want its recipients to know that what they have is not the original, so that any problems introduced by others will not reflect on the original authors' reputations.

Finally, any free program is threatened constantly by software patents. We wish to avoid the danger that redistributors of a free program will individually obtain patent licenses, in effect making the program proprietary. To prevent this, we have made it clear that any patent must be licensed for everyone's free use or not licensed at all.

The precise terms and conditions for copying, distribution and modification follow.

TERMS AND CONDITIONS FOR COPYING, DISTRIBUTION AND MODIFICATION

0. This License applies to any program or other work which contains a notice placed by the copyright holder saying it may be distributed under the terms of this General Public License. The "Program", below, refers to any such program or work, and a "work based on the Program" means either the Program or any derivative work under copyright law: that is to say, a work containing the Program or a portion of it, either verbatim or with modifications and/or translated into another language. (Hereinafter, translation is included without limitation in the term "modification".) Each licensee is addressed as "you".

Activities other than copying, distribution and modification are not covered by this License; they are outside its scope. The act of running the Program is not restricted, and the output from the Program is covered only if its contents constitute a work based on the Program (independent of having been made by running the Program). Whether that is true depends on what the Program does.

1. You may copy and distribute verbatim copies of the Program's source code as you receive it, in any medium, provided that you conspicuously and appropriately publish on each copy an appropriate copyright notice and disclaimer of warranty; keep intact all the notices that refer to this License and to the absence of any warranty; and give any other recipients of the Program a copy of this License along with the Program.

You may charge a fee for the physical act of transferring a copy, and you may at your option offer warranty protection in exchange for a fee.

2. You may modify your copy or copies of the Program or any portion of it, thus forming a work based on the Program, and copy and distribute such modifications or work under the terms of Section 1 above, provided that you also meet all of these conditions:

a) You must cause the modified files to carry prominent notices stating that you changed the files and the date of any change.

b) You must cause any work that you distribute or publish, that in whole or in part contains or is derived from the Program or any part thereof, to be licensed as a whole at no charge to all third parties under the terms of this License.

c) If the modified program normally reads commands interactively when run, you must cause it, when started running for such interactive use in the most ordinary way, to print or display an announcement including an appropriate copyright notice and a notice that there is no warranty (or else, saying that you provide a warranty) and that users may redistribute the program under these conditions, and telling the user how to view a copy of this License. (Exception: if the Program itself is interactive but does not normally print such an announcement, your work based on the Program is not required to print an announcement.)

These requirements apply to the modified work as a whole. If identifiable sections of that work are not derived from the Program, and can be reasonably considered independent and separate works in themselves, then this License, and its terms, do not apply to those sections when you distribute them as separate works. But when you distribute the same sections as part of a whole which is a work based on the Program, the distribution of the whole must be on the terms of this License, whose permissions for other licensees extend to the entire whole, and thus to each and every part regardless of who wrote it.

Thus, it is not the intent of this section to claim rights or contest your rights to work written entirely by you; rather, the intent is to exercise the right to control the distribution of derivative or collective works based on the Program.

In addition, mere aggregation of another work not based on the Program with the Program (or with a work based on the Program) on a volume of a storage or distribution medium does not bring the other work under the scope of this License.

3. You may copy and distribute the Program (or a work based on it, under Section 2) in object code or executable form under the terms of Sections 1 and 2 above provided that you also do one of the following:

a) Accompany it with the complete corresponding machine-readable source code, which must be distributed under the terms of Sections 1 and 2 above on a medium customarily used for software interchange; or,

b) Accompany it with a written offer, valid for at least three years, to give any third party, for a charge no more than your cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, to be distributed under the terms of Sections 1 and 2 above on a medium customarily used for software interchange; or,

c) Accompany it with the information you received as to the offer to distribute corresponding source code. (This alternative is allowed only for noncommercial distribution and only if you received the program in object code or executable form with such an offer, in accord with Subsection b above.)

The source code for a work means the preferred form of the work for making modifications to it. For an executable work, complete source code means all the source code for all modules it contains, plus any associated interface definition files, plus the scripts used to control compilation and installation of the executable. However, as a special exception, the source code distributed need not include anything that is normally distributed (in either source or binary form) with the major components (compiler, kernel, and so on) of the operating system on which the executable runs, unless that component itself accompanies the executable.

If distribution of executable or object code is made by offering access to copy from a designated place, then offering equivalent access to copy the source code from the same place counts as distribution of the source code, even though third parties are not compelled to copy the source along with the object code.

4. You may not copy, modify, sublicense, or distribute the Program except as expressly provided under this License. Any attempt otherwise to copy, modify, sublicense or distribute the Program is void, and will automatically terminate your rights under this License. However, parties who have received copies, or rights, from you under this License will not have their licenses terminated so long as such parties remain in full compliance.

5. You are not required to accept this License, since you have not signed it. However, nothing else grants you permission to modify or distribute the Program or its derivative works. These actions are prohibited by law if you do not accept this License. Therefore, by modifying or distributing the Program (or any work based on the Program), you indicate your acceptance of this License to do so, and all its terms and conditions for copying, distributing or modifying the Program or works based on it.

6. Each time you redistribute the Program (or any work based on the Program), the recipient automatically receives a license from the original licensor to copy, distribute or modify the Program subject to these terms and conditions. You may not impose any further restrictions on the recipients' exercise of the rights granted herein. You are not responsible for enforcing compliance by third parties to this License.

7. If, as a consequence of a court judgment or allegation of patent infringement or for any other reason (not limited to patent issues), conditions are imposed on you (whether by court order, agreement or otherwise) that contradict the conditions of this License, they do not excuse you from the conditions of this License. If you cannot distribute so as to satisfy simultaneously your obligations under this License and any other pertinent obligations, then as a consequence you may not distribute the Program at all. For example, if a patent license would not permit royalty-free redistribution of the Program by all those who receive copies directly or indirectly through you, then the only way you could satisfy both it and this License would be to refrain entirely from distribution of the Program.

If any portion of this section is held invalid or unenforceable under any particular circumstance, the balance of the section is intended to apply and the section as a whole is intended to apply in other circumstances.

It is not the purpose of this section to induce you to infringe any patents or other property right claims or to contest validity of any such claims; this section has the sole purpose of protecting the integrity of the free software distribution system, which is implemented by public license practices. Many people have made generous contributions to the wide range of software distributed through that system in reliance on consistent application of that system; it is up to the author/donor to decide if he or she is willing to distribute software through any other system and a licensee cannot impose that choice.

This section is intended to make thoroughly clear what is believed to be a consequence of the rest of this License.

8. If the distribution and/or use of the Program is restricted in certain countries either by patents or by copyrighted interfaces, the original copyright holder who places the Program under this License may add an explicit geographical distribution limitation excluding those countries, so that distribution is permitted only in or among countries not thus excluded. In such case, this License incorporates the limitation as if written in the body of this License.

9. The Free Software Foundation may publish revised and/or new versions of the General Public License from time to time. Such new versions will be similar in spirit to the present version, but may differ in detail to address new problems or concerns.

Each version is given a distinguishing version number. If the Program specifies a version number of this License which applies to it and "any later version", you have the option of following the terms and conditions either of that version or of any later version published by the Free Software Foundation. If the Program does not specify a version number of this License, you may choose any version ever published by the Free Software Foundation.

10. If you wish to incorporate parts of the Program into other free programs whose distribution conditions are different, write to the author to ask for permission. For software which is copyrighted by the Free Software Foundation, write to the Free Software Foundation; we sometimes make exceptions for this. Our decision will be guided by the two goals of preserving the free status of all derivatives of our free software and of promoting the sharing and reuse of software generally.
NO WARRANTY

11. BECAUSE THE PROGRAM IS LICENSED FREE OF CHARGE, THERE IS NO WARRANTY FOR THE PROGRAM, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING THE COPYRIGHT HOLDERS AND/OR OTHER PARTIES PROVIDE THE PROGRAM "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM IS WITH YOU. SHOULD THE PROGRAM PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

12. IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING WILL ANY COPYRIGHT HOLDER, OR ANY OTHER PARTY WHO MAY MODIFY AND/OR REDISTRIBUTE THE PROGRAM AS PERMITTED ABOVE, BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF THE PROGRAM TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

END OF TERMS AND CONDITIONS

How to Apply These Terms to Your New Programs

If you develop a new program, and you want it to be of the greatest possible use to the public, the best way to achieve this is to make it free software which everyone can redistribute and change under these terms.

To do so, attach the following notices to the program. It is safest to attach them to the start of each source file to most effectively convey the exclusion of warranty; and each file should have at least the "copyright" line and a pointer to where the full notice is found.
one line to give the program's name and an idea of what it does. Copyright (C) yyyy name of author This program is free software; you can redistribute it and/or modify it under the terms of the GNU General Public License as published by the Free Software Foundation; either version 2 of the License, or (at your option) any later version. This program is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU General Public License for more details. You should have received a copy of the GNU General Public License along with this program; if not, write to the Free Software Foundation, Inc., 59 Temple Place - Suite 330, Boston, MA 02111-1307, USA. Also add information on how to contact you by electronic and paper mail. If the program is interactive, make it output a short notice like this when it starts in an interactive mode: Gnomovision version 69, Copyright (C) yyyy name of author Gnomovision comes with ABSOLUTELY NO WARRANTY; for details type `show w'. This is free software, and you are welcome to redistribute it under certain conditions; type `show c' for details. The hypothetical commands `show w' and `show c' should show the appropriate parts of the General Public License. Of course, the commands you use may be called something other than `show w' and `show c'; they could even be mouse-clicks or menu items--whatever suits your program. You should also get your employer (if you work as a programmer) or your school, if any, to sign a "copyright disclaimer" for the program, if necessary. Here is a sample; alter the names: name company, hereby disclaims all copyright interest in the program `Gnomovision' (which makes passes at compilers) written by name programmer. signature of name company representative, date name and title of company representative This General Public License does not permit incorporating your program into proprietary programs. If your program is a subroutine library, you may consider it more useful to permit linking proprietary applications with the library. If this is what you want to do, use the GNU Library General Public License instead of this License.

Required	Dicopro	Paper/CDROM
Inventory management	N	Y
Implementation support	Y	N
Training	Y	N
Technical support	Y	N
Consulting	Y	N

Channel	Can implement Dicopro?	Reason
Traditional bookstore	N	No Intranet implementation, support or training skills
Internet bookstore	N	Companies might have the required Intranet technical skills, but do not have an external sales organization. Therefore lack support, training and consulting skills.

Channel	Likely? (1-5)	Reason
Traditional bookstore	2	A (small) number of larger bookstores or chains (e.g. Fnac) might develop a parallel department focused on this type of offering, or develop a partnership with an implementation company.
Internet bookstore	1	The very nature of Internet bookstore management, aimed at low order processing cost, makes it unlikely that they would consider stepping into a high support cost business.
Publisher	4	Publishers may want to develop a direct sales channel through which they can offer this kind of application, including their full dictionary offering as well as that of partnering publishers.
Consultancy firm	5	Consultancy firms (e.g. Anderson Consulting) are already today instrumental in the sales and development of various types of Intranet applications. They have both the sales organization and the technical skills to help customers implement a Dicopro installation.
Integrator	5	idem Consultancy firms

1.	KEY DEFINITIONS
1.1	In this License, the following terms shall have the following meanings: -
	Agent	A third party appointed from time to time by the Licensee to act on the Licensee's behalf, who may undertake any or all of the obligations of the Licensee under this License, as agreed between the Licensee and the Agent.
	Authorised Users	current members of the staff (whether on a permanent, temporary or contract basis) [and contractors] of the Licensee who are permitted to access the Secure Network from within the Licensee's Premises [or from such other places where Authorised Users undertake their work for the Licensee (including but not limited to Authorised Users' offices and homes)] and who have been issued by the Licensee with a password or other authentication.
	Commercial Use	Use for the purposes of monetary reward (whether by or for the Licensee or an Authorised User) by means of sale, resale, loan, transfer, hire or other form of exploitation of the Licensed Materials. For the avoidance of doubt, use by the Licensee or by an Authorised User of the Licensed Materials in the course of research, product development and related activity in the normal course of business does not constitute Commercial Use.
	Fee	The Fee set out in Schedule 1 or in new Schedules to this License which may be agreed by the parties from time to time.
	Licensee's Premises	The physical premises owned or operated by the Licensee, as specified in Schedule 3.
	Licensed Materials	the electronic material as set out in Schedule 1 or in new Schedules to this License that may be agreed by the parties from time to time.
	Publisher's Representative	A third party appointed from time to time by the Publisher to act on the Publisher's behalf, who may execute this License on behalf of the Publisher and undertake any or all of the Publisher's obligations under this License, as agreed between the Publisher and the Publisher's Representative.]
	Secure Network	A network (whether a standalone network or a virtual network within the Internet) which is only accessible to Authorised Users approved by the Licensee whose identity is authenticated at the time of log-in and periodically thereafter consistent with current best practice, and whose conduct is subject to regulation by the Licensee.
	Server	The server, either the Publisher's server or a third party server designated by the Publisher, on which the Licensed Materials are mounted and may be accessed.
	[Subscription Period]	That period nominally covered by the volumes and issues of the Licensed Material listed in Schedule 1, regardless of the actual date of publication.