BETWEEN

1) The Organisation for Economic Co-operation and Development (OECD), an intergovernmental organisation established by the Convention of Economic Co-operation and Development of 14 December 1960, whose headquarter is situated at
2, rue André-Pascal, 75775 Paris Cedex 16, France ("the Publisher")

and

2) ________________________________________("the Licensee")

WHEREAS the Publisher holds the rights granted under this Licence

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

IT IS AGREED AS FOLLOWS: -

1. KEY DEFINITIONS

1.1 In this Licence, 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 Licence, as agreed between the Licensee and the Agent

Authorised Users Current members of the faculty and other staff of the Licensee (whether on a permanent, temporary, contract or visiting basis) and individuals who are currently studying at the Licensee's institution, who are permitted to access the Secure Network from within the Library Premises or from such other places where Authorised Users work or study (including but not limited to Authorised Users' offices and homes, halls of residence and student dormitories) and who have been issued by the Licensee with a password or other authentication together with other persons who are permitted to use the Licensee's library or information service and access the Secure Network but only from computer terminals within the Library Premises.

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 Licenced Materials. For the avoidance of doubt, neither recovery of direct costs by the Licensee from Authorised Users, nor use by the Licensee or by an Authorised User of the Licenced Materials in the course of research funded by a commercial organisation, is deemed to be Commercial Use.

Course Packs A collection or compilation of materials (e.g. book chapters, journal articles) assembled by members of staff of the Licensee for use by students in a class for the purposes of instruction.

Electronic Reserve Electronic copies of materials (e.g. book chapters, journal articles) made and stored on the Secure Network by the Licensee for use by students in connection with specific courses of instruction offered by the Licensee to its students.
Fee The Fee set out in Schedule 1 or in new Schedules to this Licence which may be agreed by the parties from time to time.

Licenced Materials The electronic material as set out in Schedule 1 or in new Schedules to this Licence that may be agreed by the parties from time to time.
Library Premises The physical premises of the library or libraries operated by the Licensee, as specified in Schedule 2.

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 Licence on behalf of the Publisher and undertake any or all of the Publisher's obligations under this Licence, 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 Licenced Materials are mounted and may be accessed.
Subscription Period That period nominally covered by the volumes and issues of the Licenced 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 Licenced Materials via a Secure Network for the purposes of research, teaching and private study, subject to the terms and conditions of this Licence, 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.

2.2. This Licence shall commence at the beginning of the Subscription Period, for each of the Licenced Materials as set out in Schedule 1 or in new Schedules to this Licence 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.

2.3. On termination of this Licence, the Publisher shall provide continuing access for Authorised Users to that part of the Licenced Materials which was published and paid for within the Subscription Period, either from the Server or by supplying electronic files to the Licensee except where such termination is due to a breach of the Licence by the Licensee which the Licensee has failed to remedy as provided in 10.1.1 and 10.1.3 of this Licence.

3. USAGE RIGHTS

3.1. The Licensee, subject to clause 6 below, may:

3.1.1. Make such back-up copies of the Licenced Materials as are reasonably necessary.

3.1.2. Make such temporary local electronic copies by means of cacheing or mirrored storage of all or part of the Licenced Materials as are necessary solely to ensure efficient use by Authorised Users.

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

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

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

3.1.6. Display, download or print the Licenced Materials for the purpose of internal marketing or testing or for training Authorised Users or groups of Authorised Users.

3.2. Authorised Users may, subject to clause 6 below:

3.2.1. Search, view, retrieve and display the Licenced Materials.

3.2.2. Electronically save individual articles or items of the Licenced Materials for personal use.

3.2.3. Print off a copy of parts of the Licenced Materials.

3.2.4. Distribute a copy of individual articles or items of the Licenced Materials in print or electronic form to other Authorised Users.

4. SUPPLY OF COPIES TO OTHER LIBRARIES

4.1. The Licensee may, subject to clause 6 below, supply to an Authorised User of another library a copy of an individual document being part of the Licenced 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.

5. COURSE PACKS AND ELECTRONIC RESERVE

5.1. The Licensee may, subject to clause 6 below, incorporate parts of the Licenced Materials in printed Course Packs [and Electronic Reserve collections] for the use of Authorised Users in the course of instruction at the Licensee's institution, but not for Commercial Use. Each such item shall carry appropriate acknowledgement of the source, listing title and author of the extract, title and author of the work, and the publisher. Copies of such items shall be deleted by the Licensee when they are no longer used for such purpose. Course packs in non-electronic non-print perceptible form, such as audio or Braille, may also be offered to Authorised Users who, in the reasonable opinion of the Licensee, are visually impaired.

6. PROHIBITED USES

6.1. Neither the Licensee nor Authorised Users may:

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

6.1.2. systematically make print or electronic copies of multiple extracts of the Licenced Materials for any purpose other than back-up copies permitted under clause 3.1.1;

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

6.2. The Publisher's explicit written permission must be obtained in order to:

6.2.1. use all or any part of the Licenced Materials for any Commercial Use;

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

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

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

7. PUBLISHER'S UNDERTAKINGS

7.1. The Publisher warrants to the Licensee that the Licenced Materials used as contemplated by this Licence 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this Licence.

7.2. The Publisher shall:

7.2.1. make the Licenced 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 sixty (60) days in advance of any anticipated specification change applicable to the Licenced Materials. If the changes render the Licenced Materials less useful in a material respect to the Licensee, the Licensee may within thirty days of such notice treat such changes as a breach of this Licence under clause 10.1.2 and 10.4. After that delay, the Licensee shall be deemed to have agreed to the changes.

7.2.2. use reasonable endeavours to make available the electronic copy of each publication in the Licenced Materials not later than seven (7) days after publication of the printed version. In the event that for technical reasons this is not possible for any particular publication, as a matter of course, such publication shall be identified at the time of licensing, together with such reasons.

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

7.2.4. use 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 Licence.

7.2.5. use reasonable endeavours to make the Licenced Materials available to the Licensee and to Authorised Users at all times and on a twenty-four hour basis, save for routine maintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licenced Materials as soon as possible in the event of an interruption or suspension of the service.

7.3. The Publisher reserves the right at any time to withdraw from the Licenced 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 of such withdrawal. If the withdrawal results in the Licenced Materials being no longer useful to the Licensee, the Licensee may within thirty days of such notice treat such changes as a breach of this Licence under clause 10.1.2 and 10.4. After such delay, the Licensee shall be deemed to have agreed to the withdrawal.

7.4. The Publisher undertakes to use reasonable endeavours to provide or to make arrangements for a third party to provide an archive of the Licenced Materials for the purposes of long term preservation of the Licenced Materials, and to permit Authorised Users to access such archive after termination of this Licence.

7.5. Except as expressly provided in this Licence, 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 Licenced Materials, merchantability or fitness of use for a particular purpose. The Licenced Materials are supplied 'as is'.

7.6. Except as provided in clause 7.1, 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 Licenced 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 Licence shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this Licence 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 not make any claim to the publisher, nor make any request, for arbitration arising from this licence more than six (6) months after the cause of action arises.

8. LICENSEE'S UNDERTAKINGS

8.1. The Licensee shall:

8.1.1. use reasonable endeavours to ensure that all Authorised Users are appropriately notified of the importance of respecting the intellectual property rights in the Licenced Materials and of the sanctions which the Licensee imposes for failing to do so, as specified in Schedule 3;

8.1.2. use reasonable endeavours to notify Authorised Users of the terms and conditions of this Licence and take steps to protect the Licenced Materials from unauthorised use or other breach of this Licence;

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

8.1.4. issue passwords or other access information only to Authorised Users and use all reasonable endeavours to ensure that Authorised Users do not divulge their passwords or other access information to any third party;

8.1.5. provide the Publisher, within 30 days of the date of this Agreement, with information sufficient to enable the Publisher to provide access to the Licenced Material in accordance with its obligation under clause 7.2.3. 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.

8.1.6. keep full and up-to-date records of all Authorised Users, their access details and IP addresses, and provide the Publisher with details of such additions, deletions or other alterations to such records as are necessary to enable the Publisher to provide Authorised Users with access to the Licenced Materials as contemplated by this Licence;

8.1.7. use reasonable endeavours to ensure that only Authorised Users are permitted access to the Licenced Materials.

8.2. 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 Licenced Materials by the Licensee or Authorised Users or any failure by the Licensee to perform its obligations in relation to this Licence.

8.3. Subject to clause 8.2, nothing in this Licence shall make the Licensee liable for breach of the terms of the Licence by any Authorised User provided that the Licensee did not cause, knowingly assist or condone the continuation of such breach to continue after becoming aware of an actual breach having occurred.

8.4. The Licensee shall, in consideration for the rights granted under this Licence, pay the Fee within thirty (30) days of receipt of invoice and, if applicable, within thirty (30) days of receipt of invoice relating to each subsequent Subscription Period and receipt of such payment shall be a condition of this Licence coming into effect. 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.

9. UNDERTAKINGS BY BOTH PARTIES

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

10. TERM AND TERMINATION

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

10.1.1. if the Licensee defaults in making payment of the Fee as provided in this Licence and fails to remedy such default within thirty (30) days of notification in writing by the Publisher;

10.1.2. if the Publisher commits a material or persistent breach of any term of this Licence and fails to remedy the breach within thirty (30) days of notification in writing by the Licensee. If the breach is not capable of remedy, the licence shall terminate immediately upon receipt of notification to that effect given by the party having suffered the breach;

10.1.3. if the Licensee commits a wilful material and persistent breach of the Publisher's copyright or other intellectual property rights or of the provisions of clause 3 in respect of usage rights or of clause 6 in respect of prohibited uses;

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

10.2. On termination all rights and obligations of the parties automatically terminate except for obligations in respect of Licenced Materials to which access continues to be permitted as provided in clause 2.3.

10.3. On termination of this Licence for cause, as specified in clauses 10.1.1 and 10.1.3, the Licensee shall immediately cease to distribute or make available the Licenced Materials to Authorised Users and shall return to the Publisher or destroy all Licenced Materials locally mounted pursuant to clause 3.1.1 and 3.1.2 except as provided in clause 2.3.

10.4. On termination of this Licence by the Licensee for cause, as specified in clause 10.1.2 above, the Publisher shall forthwith refund the proportion of the Fee that represents the paid but unexpired part of the Subscription Period. The Publisher may retain, however, any amount as security if it has been sued by a third party on account of a breach of the Licence by the Licensee or its Authorised Users, or if it has claimed compensation for breach of the Licence from the Licensee.

11. GENERAL

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

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

11.3. This Licence 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 Licence 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.

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

11.5. 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 Licence 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.

11.6. Neither party's delay or failure to perform any provision of this Licence, 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 Licence.

11.7. The invalidity or unenforceability of any provision of this Licence shall not affect the continuation or enforceability of the remainder of this Licence.

11.8. Either party's waiver, or failure to require performance by the other, of any provision of this Licence 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.

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

FOR THE PUBLISHER: Organisation for Economic Co-operation and Development

Name (in block capitals): _______________ Date: ______________

Position / Title: ______________________

FOR THE LICENSEE: [FULL NAME]

Name (in block capitals) ______________Date: ______________

Position / Title: ________________________________________