Academic Press Print and Electronic Access License (Appeal)

ACADEMIC PRESS PRINT AND ELECTRONIC ACCESS LICENSE (APPEAL) Agreement with Individual Institution Joining an IDEAL Open Consortium

Institution (name): ______Type of Institution: Academic (teaching) [ ], Other Non-Profit [ ], Corporate (Industrial) [ ] Open Consortium (name): ______Date Qualified: ______Institution’s Sole Agent for APPEAL, if any: ______Year 1 of Initial Term: ______No. of Years: ______Date Initial Term Ends: 31 December 200____ Circle the Licensed Collections: 1. AP 2. WBS/CL 3. SPECIAL 1 Year 1License Fees or Premiums $ $ $ 2 Backfile Fee, if any $ $ 3 Years Licensed (incl. Backfiles) or “NONE” 4 First Year for Print DDP eligibility

EFFECTIVE DATE: This Agreement will become effective upon both parties signing and the Open Consortium becoming Qualified (“Effective Date”).

LICENSE: After the Effective Date and receipt of payment for the above License Fees or Premiums, Publisher hereby grants Institution (including its sites, libraries, and sub-units listed in Schedule I, if any) and its Authorized Users the right and license to access, retrieve, display, store and make copies from the online form of the Publications in the Licensed Collections identified above, solely for their scholarly, research, educational, and personal use, including use for electronic course packs and reserves, limited interlibrary loan use, and use for public access on library premises, all in accordance with the terms of this Agreement.

LICENSE FEES, CAP, RENEWAL, CANCELATION: Institution agrees to pay the above License Fees within thirty (30) days of invoicing unless otherwise stated on the invoice, all outstanding fees for all print subscriptions to the Publications ordered prior to signing this Agreement, and all annual renewal License Fees due during the term of this Agreement no later than each preceding October 31st. Publisher guarantees that annual increases in License Fees will not exceed 10% plus inflation and agrees to notify Institution or its Agent of any such increases by the preceding May 31st. After the initial term, this Agreement will automatically renew on a year-to-year basis, unless either party gives the other written notice of cancellation on or before the preceding June 30th.

PRINT SUBSCRIPTIONS: After the Effective Date of this Agreement, Institution and its Authorized Users may, beginning the first year of DDP eligibility identified above, place renewal and new orders for print subscriptions to Publications in the Licensed Collections at the Deep Discount Prices (“DDP”) listed in Schedule IIA, as updated year by year. Orders placed for print subscriptions may not be cancelled, but need not be renewed the following year.

This Agreement hereby incorporates the above provisions and attached Definitions, Terms & Conditions, Schedules I and II, and Institution certifies that it has read, understands and agrees to be legally bound thereby.

ACADEMIC PRESS, INSTITUTION: ______a Harcourt Science & Technology Company Address: 525 B St, San Diego CA 92101, USA tel. 619-699-6588, fax 619-699-6480

By :______By :______Authorized Signature Print name: Pieter S. H. Bolman Print name: ______Title: President Title: ______Date: ______Date: ______

APPEAL DEFINITIONS

APPEAL Academic Press Print and Electronic Access License

iocAdonis, 30 July 1999 page 1 of 7 Authorized User Institution’s employees, faculty (permanent and visiting), and students, but not Institution’s contractors or licensees BACKFILES Issues of the Publications dated prior to Year 1 of Initial Term BASE PRICE Print Holdings of Institution in Base Year calculated at print subscription prices in effect for Year 1 of Initial Term, as listed in Schedule IIA BASE YEAR That year, out of the three years prior to Year 1, for which the Print Holdings are highest when calculated at prices of Year 1 of Initial Term, as listed in Schedule IIA COLLECTION A defined subset of the Publications listed on Schedule IIA. DDP The Deeply Discounted Prices set forth in Schedule IIA for eligible Institutions. IDEAL International Digital Electronic Access Library. INSTITUTION Organization identified on the signature page of this Agreement (including all its sites, libraries, and sub-units) LICENSE FEE or Base Price multiplied by the applicable percentage listed in the Price Schedule in effect as PREMIUM of the date of this Agreement. For Year 1 only, if Institution ordered print subscriptions at the full institutional rates before signing this Agreement, only an additional Premium is payable for electronic access (and cancellations of the print subscriptions are not accepted). LICENSED Collection identified as licensed by Institution on the signature page of this Agreement COLLECTION LICENSED Publications in the Licensed Collections PUBLICATIONS OPEN A set of Institutions, related or not, grouped for the purpose of licensing one or more of CONSORTIUM Publisher’s Collections PRINT HOLDINGS All of Institution’s print subscriptions to Publications in the Licensed Collections, including all duplicates and those at all sites, libraries and sub-units, held in a given year PUBLICATIONS All the publications listed in Schedule IIA SITE A contiguous area or campus that is part of the Institution and is listed in Schedule I.

APPEAL TERMS AND CONDITIONS

§1. LICENSE TO ONLINE PUBLICATIONS. 1.1 The Agreement. The scope of the rights granted to Institution and its Authorized Users are set forth in this Agreement, including the provisions on the signature page, the above Definitions, the following Terms and Conditions, Schedules I and II, all of which together constitute the entire understanding and agreement between the parties with respect to the subject matter herein. 1.2 Copying; Transmission. Authorized Users may print out copies of individual articles, chapters or other items (“Items”) from the online form of the Licensed Publications in print form (hard-copies) or digitally store (download) copies of such Items for subsequent display and creation by the Authorized User of single hard copies from the downloaded copy. Such copying shall be limited to making single copies of a reasonable number of individual Items. Copying or downloading of an entire issue of a Publication is not permitted. Authorized Users may transmit downloaded copies of individual Items to persons who are not Authorized Users for the purpose of scholarly communication so long as such transmission is not done on a systematic basis. 1.3. Library Access. Institution’s libraries which provide public access may provide access to and permit copying from the online form of the Licensed Publications (subject to the limitations in Section 1.2 above) by members of the public for their scholarly, research, educational and personal use by means of workstations located on the Institution’s premises. Remote access to the online form of the Licensed Publications by members of the public is not permitted. 1.4 Coursepacks; Reserves. Institution may include copies (hardcopy or downloaded) of Items from the online form of the Licensed Publications (i) in anthologies (coursepacks) in print or digital form for sale and/or distribution to the Authorized Users for their use in connection with classroom instruction and/or (ii) in reserves (print or digital) set up by Institution’s libraries for access by Authorized Users in connection with specific courses offered by Institution. Copies of Items in digital form which are included in online coursepacks or reserves will be deleted by Institution after the end of the semester in which the related course concludes.

iocAdonis, 30 July 1999 page 2 of 7 1.5 Usage Restrictions, Interlibrary Lending. Except as expressly permitted by Section 1.4 above, the online form of the Licensed Publications may not be used for any (i) fee-for-service use including providing access to or selling copies of Items; (ii) systematic supply or distribution of portions of or Items from the online form of the Licensed Publications in any form to anyone other than an Authorized User (except as expressly permitted by Section 1.5.1 below); or (iii) any similar activity. 1.5.1 Institution may use the online form of the Licensed Publications to fulfill in print form interlibrary loan requests from institutions that do not have access to the Licensed Collection, provided that such fulfillment is in accordance with the interlibrary loan provisions of Section 108 of the US Copyright Act and the CONTU Guidelines promulgated thereunder and with analogous applicable laws of other jurisdictions. Such requests may be fulfilled only by the Institution printing a copy of the Item and providing that print copy, or a photocopy or facsimile transmissions thereof, to the requesting party. Only those Publications to which Institution subscribed prior to the execution of this Agreement may be used to fulfill interlibrary loan requests pursuant to this Section 1.5.1. Except as permitted by this Section 1.5.1, the online form of the Licensed Publications may not be used, directly or indirectly, by Institution or Authorized Users for “interlibrary lending”, including, but not limited to, providing remote access to such online form of the Licensed Publications to other libraries, Institutions or persons. Institution shall track requests filled from the online form of the Licensed Publications (as permitted under this Section 1.5.1), by journal title and issue and by requesting institution and shall report such information to Publisher annually. 1.6 Alteration; Notices. Neither Institution nor its Authorized Users may modify, adapt, transform, translate or create any derivative work based on any Items or other materials included in Publications, or otherwise use any such Items or materials, in a manner that would infringe the copyright therein. Any copyright notices, other notices or disclaimers included by Publisher in the online form of Publications or any accompanying screen displays may not be removed, obscured or modified in any way.

§2. ACCESS TO ONLINE LICENSED PUBLICATIONS. 2.1 PUBLISHER RESPONSIBILITIES. Publisher shall:  make the Licensed Collections available online via the Internet at one or more servers; make the Licensed Publications available online in Adobe Acrobat Portable Document Format (PDF) for the full text with article headers and abstracts in HTML or XML format (with Publisher reserving the right to change formats on not less than six months prior notice to Institution);  use reasonable efforts to make issues of Licensed Publications available online promptly after their publication in print with issues generally expected to be available online prior to delivery of the print version to subscribers;  use reasonable efforts to provide continuous availability of the Licensed Collections online subject to periodic unavailability due to maintenance of the server(s), the installation or testing of software, data loading and excluding downtime related to equipment or services outside the control of Publisher including public or private telecommunications lines or any Internet nodes or facilities, and subject to Institution’s compliance with all of its obligations under this Agreement;  use reasonable efforts to assure that IDEAL performs in a manner similar to online systems offering similar materials to similar users. 2.2 INSTITUTION RESPONSIBILITIES. Institution shall  provide complete information on its Print Holdings and demographic information, required by Publisher for pricing purposes at the time of signing this Agreement, and promptly provide any updates to such information;  establish and maintain systems to link Institution and its Authorized Users to Publisher’s servers and pay all associated costs including telecommunications charges imposed by all carriers, proprietary network operators and Internet access providers;  obtain licenses to use the Adobe Acrobat Reader software tool (version to be specified by Publisher), a suitable Web browser, and any other necessary software programs and pay associated license fees, if any.  select only one agent, if any, to represent Institution in connection with access to the online form of Publications under an APPEAL agreement.

§3. LICENSE FEE. 3.1 Annual License Fee. The License Fees, or the License Premium in Year 1 if applicable, are calculated as defined herein based in part on information provided by Institution, and subject to the minimum fees and other requirements set forth in Schedule II. If Institution’s Print Holdings or demographic or other information supplied by Institution, upon which the License Fees are based, is incomplete, Institution agrees to report to Publisher any additional required information when it is discovered and agrees to pay all applicable fees, including the License Fee and any Premium, calculated with all such additional information being taken into account and applied retroactively to the Effective Date. Payment of all fees hereunder are due as set forth on the signature page of this Agreement. If annual renewal payment is not received by Publisher by December 31 of the year preceding, further access to the Licensed Collections may be denied until payment is received. Amounts which have not been paid within thirty (30) days after the invoice date are thereafter, until paid, subject to a late payment charge at a rate equal to fifteen percent (15%) per annum, or such other rate permissible by law, whichever is lower. iocAdonis, 30 July 1999 page 3 of 7 3.2 Adjustments for Multiple Agent Disputes. If Institution signs multiple APPEAL agreements under the IDEAL Open Consortium plan using different agents, and Publisher incurs any obligation to pay excess commissions or other expenses as a result, Publisher may add a one-time adjustment to the License Fee to recover any such excess commissions and other expenses. 3.3 Addition of New Sites. Institution may add new libraries, sites, or sub-units to this Agreement by paying additional fees calculated as in Schedule II. Upon payment of such additional fees, Schedule I shall be amended for these additions. 3.4 Additional Publications. Publisher may at its discretion add journals or other publications to a Licensed Collection, as long as any increase in the License Fee for the next year remains within the limits described on the signature page of this Agreement. Publisher may at its discretion add to IDEAL new publications (including new collections of publications) that do not fall within the scope of the Licensed Collections, and Institution will have no right under this Agreement to access or otherwise use any such new publications without payment of such additional fees as Publisher and Institution agree to in writing. Schedule II will be amended to include any such new publications upon the written agreement of Publisher and Institution. 3.5 Withdrawal of Materials. Publisher may withdraw from IDEAL any individual Item, Publication, or issue or volume of a Publication under the following circumstances: (a) Publisher terminates, transfers ownership to an unaffiliated third party, or otherwise no longer has the right to publish it; or (b) such withdrawal is required to comply with any judicial, governmental or administrative decision, rule or order; or (c) such withdrawal is required, in Publisher’s sole discretion, due to the risk of liability to Publisher from continuing publication or distribution activities. Schedule II shall be amended to reflect any such withdrawal.

§4. PRINT SUBSCRIPTIONS. 4.1 Print Subscription Discounts. Publisher may adjust the DDP for subsequent calendar years during the term of this Agreement to reflect increases in costs of providing the Publications in print form. Publisher will notify Institution or its Agent, if any, of the new DDP when Publisher releases its new print subscription prices. 4.2. Ordering and Payment. Institution and its Authorized Users may order print subscriptions at Publisher’S DDP, when eligible under this Agreement, directly from Publisher or through its Agent or any other subscription agent of choice and Publisher shall deliver such orders in accordance with customary practices. Institution, on behalf of its Authorized Users, acknowledges that the discounted print subscriptions offered hereunder are for purchase solely for Institution’s and its Authorized Users’ own account and use. Institution and its Authorized Users will not purchase such subscriptions on behalf of another person or entity and will not resell, rent, license, or lease them to another person or entity outside the Institution. 4.3 Use of Print Copies. The print copies of Publications may be used by Institution and its Authorized Users in accordance with their usual and customary policies and practices consistent with applicable copyright laws, including providing access to library patrons without regard to their status as Authorized Users and the making of interlibrary loans in accordance with Section 108 of the US Copyright Law.

§5. IMPLEMENTATION, SECURITY, EVALUATION. 5.1 Communications with Authorized Users. Publisher and Institution shall cooperate on the establishment of reasonable and appropriate measures to inform Authorized Users and library patrons of the availability of the Licensed Collections online and their permitted use under the terms of this Agreement. 5.2 Security. Publisher shall be responsible for establishing appropriate security features for regulating access to IDEAL and the Licensed Publications. Access to IDEAL shall be controlled through the use of Internet Protocol (IP) addresses. In addition, passwords may be used. Institution is responsible for providing valid IP addresses to Publisher and for verifying the status of Authorized Users. Institution agrees to cooperate with Publisher in the implementation of security protocols and procedures as they are developed during the term of this Agreement. 5.3 Usage Data. Publisher agrees to provide Institution with the following usage data in a manner consistent with applicable privacy laws and the confidentiality requirements of both parties: (a) Monthly total logins and article downloads by Institution, (b) Annual total downloads by Licensed Publication.

§6. TERM AND TERMINATION. 6.1 Term. The duration of the initial term of this Agreement will be as specified on the signature page of this Agreement. 6.2 Termination for Breach. Publisher may terminate this Agreement prior to the expiration of the term in the event of a material breach by Institution, if such breach has not been cured within sixty (60) days of written notice from Publisher specifying the nature of the breach; provided however, that Publisher may immediately terminate all or any specific Site’s access to the Licensed Collections to prevent any copyright or other infringement, continuous downloading, or other ongoing activity in material breach of this Agreement. A breach by an Authorized User of the terms of this Agreement shall not be considered a breach by Institution. 6.3 Effect of Expiration or Termination. In the event of termination or expiration of this Agreement for any reason, any further access by Institution and Authorized Users to the online form of the Licensed Collections and iocAdonis, 30 July 1999 page 4 of 7 Institution’s right to purchase print subscriptions at the DDP shall terminate. Except in the event of non-payment of any fees due hereunder, Institution may continue to receive the remaining print issues of the Licensed Publications for the calendar year of such termination by paying the difference between the current DDP and Publisher’s full list prices prorated according to the date of the termination within the calendar year. In the event of a breach by Publisher leading to termination, Publisher’s liability is limited to the refund of a prorata portion of the License Fee for the calendar year of such termination adjusted to reflect the full list prices for the subscriptions taken out by Institution. 6.4 Post-Termination Access. Provided that this Agreement remains in effect for at least two years from the Effective Date on the signature page and that Institution has performed its obligations hereunder in all material respects, then, in the event this Agreement terminates because of expiration of the term set forth in Paragraph 6.1, Publisher will provide to Institution, at Institution's request, continuing online archival access to those issues of the Publications in the Licensed Collections which were licensed during the term of this Agreement. Institution agrees to pay Publisher a service fee for such continuing access. The service fee for access during the first year after termination will be five percent (5%) of the Institution's License Fee in the last year of the Agreement, decreasing by one percentage point (1%) each year until it reaches one percent (1%) where such fee will remain for access in succeeding years. Access to and the use of any Publications in the Licensed Collections after termination of this Agreement shall be subject to all other terms and conditions of this Agreement. 6.5 Alternative Third-Party Forms of Access. Publisher may make the online form of the Publications available through third-party service providers. To the extent that Publisher arranges for Institution to have such access through third party services, Institution shall be entitled during the term of this Agreement to access the Licensed Publications by means of such services without additional charges by Publisher, although the third-party provider may impose its own charges, which will be payable solely by Institution. All such access to the Licensed Publications via a third-party provider is subject to this Agreement. Institution shall also have the option to arrange for continuing online archival as provided in Section 6.4.

§7. REPRESENTATIONS, WARRANTIES AND INDEMNITIES. 7.1 Publisher’s Representations and Warranties. Publisher represents and warrants that it has the right to enter into this Agreement and to grant the rights set forth herein to Institution and that the use of the online form of the Licensed Publications in accordance with the terms of this Agreement shall not infringe the copyright of any third party. Publisher HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7.2 Publisher’s Indemnity. Publisher shall indemnify and defend Institution, its AGENT, if any, and its directors, officers, employees and other agents from and against any claims, actions, proceedings, damages, losses and expenses arising from any alleged breach of the representations and warranties made by Publisher under Section 7.1 above provided that Institution shall promptly notify Publisher of any such claims. Publisher shall have the sole right to defend such claims at its own expense and Institution shall, at Publisher’s expense, provide such assistance in investigating and defending such claims as Publisher may reasonably request. 7.3 Representations and Warranties of Institution. Institution hereby represents and warrants that it is duly authorized to act on behalf of its libraries, sites and sub-units identified on Schedule I and that the terms and conditions herein are binding on each individual library, site or sub-unit. Institution hereby represents and warrants that it has the right to enter into this Agreement, perform its obligations hereunder, and that Institution’s Agent, if any, is its sole agent for purposes of obtaining access to the online form of Publications under any APPEAL agreement. 7.4 Limitation on Liability. 7.4.1 Publisher: Publisher shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors or omissions in any Publications including those in the Licensed Collections, (b) the unavailability of the online form of the Licensed Publications or the interruption of the services offered hereunder, (c) the use of any Publications, including those in the Licensed Collections or IDEAL by Institution or any Authorized User, or (d) Institution’s use of multiple agents in connection with one or more Open Consortiums. With the exception of Publisher’s liability to Institution under §7.2 above, Publisher’s liability for any other claim shall be limited to actual, direct damages regardless of whether such liability is based in contract (including breach of contract), tort, strict liability, fraud or any other cause of action. Publisher SHALL NOT BE LIABLE TO Institution, ITS AGENT, IF ANY, OR ITS Authorized Users OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO ANY LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF PROFITS. 7.4.2 Institution: Institution shall not be liable to Publisher for breach of the terms of this Agreement by any Authorized User so long as Institution did not intentionally assist in or encourage such breach or permit such breach to continue after having actual notice thereof.

§8. UNAUTHORIZED USE. Institution shall promptly notify Publisher of any infringements of copyrights in Publications or any unauthorized use of Publications in print or digital form or any other misuses of IDEAL, of which it becomes aware. Institution shall cooperate with Publisher in any investigation of such infringements or unauthorized uses. Publisher shall iocAdonis, 30 July 1999 page 5 of 7 have the sole right, at its expense, to bring any action on account of such infringements or unauthorized uses provided that Publisher will not bring an action against any Authorized User without first consulting with Institution. Institution shall cooperate with Publisher in such action, in such manner as Publisher may reasonably request and at Publisher’s expense. In the event of any infringement or unauthorized use by an Authorized User, Institution shall take all reasonable steps to cause such Authorized User to cease such activity and to prevent any recurrence thereof. In addition, Publisher may terminate such Authorized User’s access to the online form of the Licensed Publications.

§9. CONFIDENTIALITY. To the extent permitted by applicable law, Institution agrees to hold in confidence information concerning the financial arrangements between the parties under this Agreement to the extent such arrangements have not otherwise been publicly disclosed by Publisher.

§10. MISCELLANEOUS. 10.1 Notice. All notices that any party hereto is required or may desire to give to another shall be in writing and shall be given by addressing the same to the other at the address or facsimile number set forth on the signature page or Schedule I of this Agreement, or at such other addresses or facsimile numbers as the parties may specify in writing to the other. All notices shall become effective five (5) days after being deposited in the mails with proper postage for certified mail prepaid, return receipt requested, or when delivered personally, or, if promptly confirmed by mail as provided above, when dispatched by email, telegram, telex, facsimile or other written telecommunication. 10.2 Waiver. No failure on the part of any party to exercise, and no delay in exercising, any right, remedy, power or privilege hereunder, and no course of dealing between the parties, shall operate as a waiver thereof, or of the exercise of any other right, remedy, power or privilege. 10.3 Superseding Agreement. This Agreement cancels and supersedes any other agreements, oral or written, entered into between the parties hereto with respect to the subject matter of this Agreement. No persons are intended to be third party beneficiaries of this Agreement. This Agreement may be amended only by a writing signed by Institution’s and Publisher’s respective duly-authorized representatives. 10.4 Force Majeure. Publisher’s failure to perform any term or condition of this Agreement as a result of conditions beyond its control such as, but not limited to, war, strikes, fires, floods, acts of God, governmental restrictions, power failures, or damage or destruction of any telecommunications system, network facilities or servers, shall not be deemed a breach of this Agreement. 10.5 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assignees. No party may assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided that Publisher may assign this Agreement and its obligations hereunder to any successor to its business by merger or consolidation or to any party acquiring substantially all of the assets of Publisher’s IDEAL business. 10.6 Severability. In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable. 10.7 Taxes. All amounts payable by Institution hereunder shall be exclusive of any sales, use, value added or similar taxes, which shall be the sole responsibility of Institution. 10.8 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision (of that or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of New York. The courts of New York County, New York, USA shall have exclusive jurisdiction over any claim, action or proceeding relating directly or indirectly to this Agreement. 10.9 Remedies. In the event of a breach by any party of the provisions of this Agreement, the non-breaching party shall be entitled, in addition to any remedies available to them under this Agreement and at law, to equitable, including injunctive, relief. 10.10 No Agency. Nothing contained in this Agreement shall be construed to constitute or appoint either party as a partner, joint venturer, or agent of the other, nor shall either party hold itself out as such.

iocAdonis, 30 July 1999 page 6 of 7 APPEAL Schedule I: Required Contact and Demographic Information (Please photocopy this page, if needed for additional sites, libraries, or sub-units)

No. of Fulltime Faculty: ______Graduate Students/Researchers: ______Undergraduates: ______

Institution contact names, titles, addresses, telephone and fax numbers, and email addresses:

LEGAL CONTACT: ______

______

USER SERVICES CONTACT: ______

______

TECHNICAL CONTACT: ______

______

IP ADDRESSES FOR ACCESS: ______

______

Schedule II: WORKBOOK for Print Holdings, License Fees, and Prices (separate document)

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