apjanco/library-contracts · Datasets at Hugging Face

7e6a1bff-2533-4ee8-89c9-6c37ff577648

Gale_purchagrmt_addendC_Ency_of_Religion_2010REDACTED

## AMENDMENT TO PURCHASE AGREEMENT BETWEEN ## THE GALE GROUP , INC. AND ## THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ## ADDENDUM € The following Products are hereby incorporated under the terms and conditions specified in Purchase Agreement dated August 2005 between The Gale Group and The Regents of the University of California. The purchase date of this Addendum C is 07/01/2010 | ISBN | TITLE | PRICE | Less Discount | Discounted Price | |---------------|-----------------------------------------------|------------|-----------------|--------------------| | 9780028659978 | Encyclopedia of Religion | | | | | 9780028658803 | Contemporary American Religion | $3,806.97 | | | | 9780787677022 | Encyclopedia of American Religions, 7 ed | $3,796.49 | | | | 9780028659107 | Encyclopedia of Buddhism | $3,691.61 | | | | 9780028659121 | Encyclopedia of Islam and the Muslin World | $3,691.61 | | | | 9780028660721 | Encyclopedia of Philosophy 2' ed | 512,186.51 | | | | 9780028659114 | Encyclopedia of Science and Religion | $3,691.61 | | | | 9780787693909 | Worldmark Encyclopedia of Religious Practices | $4,278.91 | | | - 1. Payment Terms. Net 30 days after invoice date - 2. Hosting Fees. Customer's current hosting fees are based on the current number of eBook, Literature Criticism Online and/or Gale Directory Library titles owned as referenced above. In the event of a change in number of titles purchased, Gale reserves the right to review pricing annually with adjustments as applicable: [Text deleted] fees are due at this time - 3 Payment Schedule. fees for Gale Virtual Reference Library Titles shall be invoiced and payable per the schedule above - 4. The Parties through their authorized agents have executed this Addendum D on the dates set out below: - 5. Legal Effect. Except as set for the herein, all of the terms and conditions of the Agreement shall remain in full force and effect. In the event of conflicting or additive terms between the terms of the Agreement and this Amendment, the terms of this Amendment shall apply in lieu of those in the Agreement. capitalized term used in this Amendment shall have the meaning given thereto in the Agreement. This Addendum, together with the Agreement, constitutes the entire agreement of the parties and supersedes all and contemporaneous agreements, communications, understandings, and agreements relating to the subject matter hereof, whether oral or written, including any agreements associated with the order or trial request process. Any prior ## [Signatures on following page] ## [Text deleted] The € [Text deleted] By: By: Name Title: VP Acc 't/Finance Rep Title: Dvecta Date: 8-10-2010 Date: ~4/ 0

9491c87a-e61b-480d-ab9f-fec6a5ca53a7

STDeGruyter_amdt20_SemiticLanguages_UCB_Redacted

I ## DEGRUYTER ## AMENDMENT 20 TO GENERAL LICENSE AGREEMENT This Amendment ("Amendment") dated 9/21/2015 to the License Agreement Walter de Gruyter, Inc. dated 6/1/2011 ("Agreement" ) is by and between Walter de Gruyter, Inc .. hereinafter referred to as " DeG" and The Regents of the University of California hereinafter referred to as " Licensee" on behalf of the California Digital Library WHEREAS, the parties hereto previously entered into that certain Agreement, dated 6/1/2011 and the parties hereto desire to amend certain terms of the Agreement; NOW, THEREFORE, in consideration of t he agreements and obligations set forth in the Agreement and this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: - 1. Elements of the Agreement. The Agreement, as amended hereby, shall consist of the following: a. The Agreement originally memorialized in original agreement - Walter \_de\_ Gruyter \_ TLL\_2011.pdf, dated 6/1/2011. - b. Amendment- 2012 Harvard University Press eBooks for the University of California, San Diego, dated 6/8/2012. - c. Amendment- Journal Archives for the University of California, San Diego, dated 4/25/2013. - d. Amendment- The Diaries of Joseph Goebbels Online for the University of California, Los Angeles, dated 5/21/ 2013, executed 5/30/2013. - e. Amendment- AKL Online for the University of California, Berkeley, dated 5/21/2013 executed 7 /13/2013. - f. Amendment- Journal Subscriptions for the University of California Berkeley, dated 3/28/2014, executed 5/22/2014. - g. Amendment- eBooks through YBP for University of California San Diego, dated 5/1/2014, executed 5/14/2014. - h. Amendment- eBook: Chateauroux Version of the «Chanson de Roland» for University of California Berkeley, dated 4/25/2014, executed 6/2/2014. - i. Amendment- Journal Archives purchase (1826-2013) for the University of California San Diego, dated 6/18/2014. - j . Amendment-Harvard University Press 2014 eBook Collection, dated 8/6/2014, executed 10/27 /2014. - k. Amendment- Journal Subscription: Frequenz for University of California, Berkeley, dated 10/20/2014, executed 10/27 /2014. - I. Amendment- Journal Subscription: Journal of Ancient Near Eastern History for University of California, Berkeley, dated 12/2/2014, executed 1/5/2015 - m. Amendment-Journal Subscription: Das Mittelalter: Perspektiven mediaevistischer Forschung for University of California, Berkeley, dated 1/26/2015, executed 2/5/2015 - n. Amendment- Journal Archive Purchase: Journal of African Languages and linguistics for University of California, Berkeley, dated 2/5/2015, executed 3/10/2015 - o. Amendment- Journal Subscription: Zeitschrift fur Naturforschung. C for University of California, Berkeley, dated 3/9/2015, executed 3/10/2015 - p. Amendment- Journal Archives for University of California, Berkeley, dated 4/16/2015, executed 4/29/2015 - q. Amendment- EEG Online for University of California, Berkeley, dated 4/16/2015, executed 4/29/2015, executed 4/29/2015 - r. Amendment-Der literarische Expression ism us Online for COL Campuses, dated 5/22/2015, executed 5/29/2015 - s. Amendment-20th Century German History Online : National Socialism, Holocaust, Resistance and Exile 1933-1945 database for University of California, Los Angeles,dated 6/10/2015, executed 9/16/2015 - t. Amendment- Journal Subscription: Arch iv fi.ir Papyrusforschung und verwandte Gebiete for University of California, Berkeley, dated 9/2/2015, executed 9/15/2015 - u. This Amendment- eBook purchase- Semitic Languages: An International Handbook for University of California, Berkeley - 2. Modifications to the Agreement. The Agreement is hereby modified referencing Walter\_de\_Gruyter\_TLL\_2011.pdf Effective date 9/21/2015 - 3. legal Effect. Except as set forth herein, all of the terms and conditions of the Agreement shall remain in full force and effect. In the event of conflicting or additive terms between the terms of the Agreement and this Amendment, the terms of this Amendment shall apply in lieu of those in the Agreement. Any capitalized term used in this Amendment shall have the meaning given thereto in the Agreement. IN WITNESS WHEREOF, the parties hereto have entered in to this Amendment as of the date above written. Walter de Gruyter, Inc. Regents of the University of California, California Digital Library I OEGRUYTER ## Schedule 1: eBook purchase- Semitic Languages: An International Handbook for University of California, Berkeley ## Purchase Terms | Product - | - --- - Semitic Languages: An International Handbook (978-3-11- _ _Q25158-~ | |----------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | Billing address | University of California, Berkeley 250 Moffitt Library Berkeley, CA 94720-6000 USA | | One-time Purchase fee | | | Purchase date | 9/22/2015 | | Property rights to the product | The licensee acquires property rights to the product with the payment of the purchase price. | | Authorized sites of the Licensee | University of California, Berkeley campuses | | -------- Authorized Users at the Authorized Sites | - Students, employees and servants of the University of california, Berkeley: All currently enrolled full or part-time students of the Client (incl. visiting students); currently employed faculty (whether on a permanent, temporary, contract or visiting basis); teaching staff, administrators and staff (permanent or temporary) as well as contractors of the Customer. |

| Product - | - --- - Semitic Languages: An International Handbook (978-3-11- _ _Q25158-~ | |----------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | Billing address | University of California, Berkeley 250 Moffitt Library Berkeley, CA 94720-6000 USA | | One-time Purchase fee | | | Purchase date | 9/22/2015 | | Property rights to the product | The licensee acquires property rights to the product with the payment of the purchase price. | | Authorized sites of the Licensee | University of California, Berkeley campuses | | -------- Authorized Users at the Authorized Sites | - Students, employees and servants of the University of california, Berkeley: All currently enrolled full or part-time students of the Client (incl. visiting students); currently employed faculty (whether on a permanent, temporary, contract or visiting basis); teaching staff, administrators and staff (permanent or temporary) as well as contractors of the Customer. |

fa58df83-0a9f-4f80-9277-2882c8c8099f

EBSCO_GLBT_Database_2006

## LICENSE AGREEMENT ## EBSCO INFORMATION SERVICES AND ## THE REGENTS OF THE UNIVERSITY OF CALIFORNIA This License Agreement (this Agrecment ") is made effective as of January 1. 2006 (the "Effective Dale' between EBSCO Information Services; 10 Estes Street, Ipswich; MA 01938 USA ("Licensor") and The Regents of the University of California; a non-profit academic institution; with its principal offices at The California Digital Library , Street. 4" floor; Oakland, CA 94612, USA ("Licensee") 20" In consideration of the mutual promises contained herein and other and valuable consideration; the receipt and sufficiency of which is hereby acknowledged, the agree as follows: good parlies The materials that are the subject of this Agreement shall consist of EBSC'0's Guy "Licensed Materials") Licensee and its Authorized Users acknowledge that the copyright and title to the Licensed Materials and any trademarks or service marks relating thereto remain with Licensor . Neither Licensee nor its Authorized Users shall have right, title or interest in the Licensed Materials except as expressly set forth in this Agreement. Licensor hcreby grants to Licensee non-exclusive: worldwide; non-transferable right to use the Licenscd Materials and to provide the Licensed Materials to Authorized Users in accordance with this Agreement. Licensor will provide the Licensed Matcrials to the Licensee in the following manncr: The Licensed Materials will be stored at one or more Licensor locations in digital form accessible by telecommunications links between such locations and authorized locations of Licensee. ## IIL FEES Licensee shall make payment to Licensor for use of the Licensed Matcrials as follows: (See Appendix A) All mutually upon fees are due and payable by Licensee within sixty (60) days after the date of invoice from Licensor, but no more than sixty (60) days in advance of subscription or renewal agrecd period . ## IV Authorized Uscrs: Authorized Users' are: Persons\_Affiliated with the\_University ot California Full and timne employees (including faculty, staff, and independent contractors) and students of Licensee and the institution of which it is a part, regardless of the physical location of such persons: (For part Walk-ins Patrons not affiliated with Licensee who are physically present at Licensee's site(s) ("walk-ins") shall be granted access to the Licensed Materials pursuant 1o the following: Authorized Users shall be identified and authenticated by the use of servers is permitted as as any proxy server IP addresses provided limit remote or off-campus access to Authorized Users. Iong Authorized Uscs: Licensee and Authorized Users may make all use ol the Licensed Materials as is consistent with the Fair Use Provisions of United States and international copyright laws: In addition the Licensed Malerials may be used. except as noted below, for purposes of research, education or othcr non-commcrcial use as follows: Display: Licensee and Authorized Users shall have the right to electronically display the Licensed Materials. Digitally Licensee and Authorized Users may download and digitally copy a reasonable portion of the Licensed Materials. Copx Print Copx Licensee and Authorized Users may a reasonable portion of the Licensed Materials. print Or printing portions of Licensed Materials for Authorized Users. OI usc research purposes, including cxtraction and manipulation of intormation for the analysis. Course\_Packs Licensee and Authorized Users may use a reasonable portion of the Licensed Materials in the preparation of Course Packs or other educational materials. Course\_Reserves (Print\_and Elcctronic) Jicensec and Authorized Users may use reasonable portion of the Licensed Materials for usc: in connection with coursCS of instruction offered by the University of Califotnia specific Electronic Links The University of California is committed to the use of the emerging OpenURL standard to allow linking t0 related materials in other locations. If Licensor does not use the OpenURL standard, Licensor staff will provide information to Licensee upon request to assist the Licensee in creating links directly from UC's library catalogs and licensed resources to the conlent at the journal, issue and article levels. transmit to third party in hard copy Or clectronically , minimal insubstantial amounts of the Liccnsed Materials for personal use scholarly, educational, scientific research or professional use but in casc fot rcsalc or commercial purposes. compliance with Section 108 of the United States Copyright Law (17 USC $108, ~Limitations on exclusive rights: Reproduction by libraries and archives") and the Guidelines for the Proviso of Subsection 108(2g)(2) prepared by the National C'ommission on New Technological Uses of Copyrighted Works. ## Amount o[ Authorized Use Unlimited \_Access Subject to the terms of this Agreement, Licensee and its Authorized Users shall have unlimited access to the Licensed Materials. ## V SPECIEIC' RESTRICTIONS ON USE QE LICENSED MAIERIALS Unauthorized Use Licensee shall not knowingly permit anyone other than Authorized Users to use the Licensed Materials. Moditication of Licensed Materials Licensee shall not modify, manipulate, or create a derivative work of the Licensed Materials without the written permission of Licensor. prior Removal of Copyright Notice Licensee may not renove, obscure or modify any copyright or other notices included in the Licensed Materials. Commercial Purposes Licensec may not use the Licensed Materials for commercial purposes, including but not limited to the sale of the Licensed Materials. fee-for-service use of the Licensed Materials, or bulk rcproduction or distribution of the Licensed Materials in any form; nor may Licensee impose special charges on Authorized Users for use of the Licensed Materials beyond reasonable printing or administrative costs. user surveys to solicit feedback on the Licensed Materials from Authorized Users:. Confidentiality of Data Licensor and Licensee agree to maintain the confidentiality of any data relating to the usage of the Licensed Materials by Licensee and its Authorized Users . Such data may be used solely for purposes directly related to the Liccnsed Materials and may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of users and/or uses, shall not be provided to any third party. User specilic Implemcntation of Developing Security Protocols: Licensce and Licensor shall cooperae in the implementation of security and control protocols and procedures as they are dcvcloped during the term of this Agreement; ## VIL\_LICENSOR PEREORMANCE QBLIGATIONS vailability of Licensed Materials the Eftective Date of this Agreement, Licensor shall make the Licensed Materials available to Licensee and Authorized Users . Upon Documentation Licensor will provide and maintain help files and other appropriate user documentation. Iraining and Support Licensor will offcr installation support. including assisting with the implementation of any Licensor software. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor soliware. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email, phone or fax business hours; Monday through Friday for feedback, problem-solving; or general questions. during regular Quality\_of Service Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable t0 current standards in the on-line information provision industry in the Licensee's locale. Licensor shall use reasonable efforts to provide continuous service seven (7) a week with an average of 98% up-time per month. The 2% down-time includes periodic unavailability due to maintenance of the server(s) the installation or testing of software; thc loading of additional Licensed Materials as they become available. and downtime related to the failurc of equipment or services outside the control of Licensor: including but not limited to public or private telecommunications serviccs or internet nodes or facilities . Scheduled down-time will be performed at a time to minimize inconvenience to Licensee and its Authorized Users. days If the Licensed Materials fail to operate in conformance with the terms of this Agrccment; Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. In the event that Licensor fails to the nonconformity in a reasonable time. Licensor shall reimburse Licensee in an amount that the nonconformity is proportional to thc total Fees owed by Licensee under this Agreement. repair time to tine the Licensed Materials may be added modified, or deleted fromn by Licensor andor that portions of the Licensed Materials may migrate to other formats. Licensor shall give a ninety (90) day notice of any such changes to Licensee. Failure by Licensor to provide such notice shall be grounds for immediate termination of the Agreement by Licensee. to. content is at lcast valent to versions of the Licensed Materials, represents complete, faithful and timely replications of the cooperate with Licensce to identify and correct errors or omissions. print print Continued Irining Licensor will provide regular system and project updates to Licenscc as become available. Licensor will provide additional trainíng to Licensee staff made necessary by any Or modifications to the Licensed Materials or any Licensor software. thcy updates License Terms In the event that Licensor requires Authorized Users to agree to terns relating to the use of the Licensed Materials before pcrmitting Authorized Users to access to the Licensed Materials (commonly referred to as "click-through" licenses) Licensor shall provide Licensee with notice of and an opportunity to comment on such terms to their implementation. the tcrms of such click-through licenses matcrially differ lrom the provisions of this Agreement. In the event of any conflict between the terms of such "click-through gain prior licenses and this Agreement; the terms of this Agreement shall prevail. Compliance with Anericans with Disabilities Act Licensor shall make reasonable efforts to comply with the Americans with Disabilities Act (ADA) ## VIIL reasonable efforts to provide Authorized Users with appropriate notice of the terms and conditions under which access to the Licensed Materials is granted under this Agreement including; in particular, any limitations on access or use of the Licensed Materials as set forth in this Agreement. make reasonable efforts to provide Authorized Users with notice of any applicable Intellectual Property or othex rights applicablc to the Licensed Materials. Licensee shall make reasonable cfforts to prevent the inlringement ofany Intellectual Property or othcr rights of the Licensor in the Licensed Materials. Licensee shall promptly notify Licensor of any inlringement that comes to Licensee's attention; and take appropriate steps to avoid its recurrence. Protection from Unauthorized Licensee shall use reasonable elforts to protect the Licensed Materials fron any use that is not permitted under this Agreement. In the event of unauthorized use of the Licensed Materials by an Authorized User. (a) Licensor may terminate the access of the Internet Protocol ( "IP") address(es) fron which sucl unauthorized use occurred, andlor () Licensec shall terminate such Authorized User's access to the Licensed Materials upon Licensor's request. Licensor shall take none of the steps described in this patagraph without first providing a thirty (30) notice to Licensee and cooperation with the Licensee to avoid recurrencc of any unauthorized use. Maintaining Confidentiality of Access Passwords Where access to the Licensed Materials is to be controlled by usc of passwords, Licensec shall issue log-on identification numbers and passwords to each Authorized User and use reasonable efforts to ensure that Authorized Users do not divulge their numbers and passwords to any third party . Use: any day ## IX TERM This Agreement shall continue in effect for one commencing on January 1, 2006. year. ## X RENEWAL This agreement shall be renewable at the end of thc current term for a successive year unless cither party gives written notice of its intention not to renew (30) before expiration of the current term. thirty days ## XL EARLY TERMINATION In the event that either party bclieves that the other materially has breached any obligations under this Agreement, or if Liccnsor believes that Licensec has exceeded the scope of the License; such party shall so notily the breaching party in writing; The breaching party shall have thirty (30) days from the receipt of notice to cure the alleged breach and to notify the non-breaching party in writing that curc has been effected. If the breach is not cured within the thitty (30) period, the non-brcaching party shall have day Termination of this Agreement for cause online access to the Licensed Materials by Licensee and Authorized Users shall be terminated. Authorized of Licensed Materials may be retained by Licensee or Authorized Users and subject to the terms of this Agreement. Upon copies used In the event of early termination permitted by this Agreement. Licensee shall be entitled to à refund of any fees or pro-rata portion thereof by Licensee for any remaining of the Agreement from the date of termination. paid period ## XIL WARRANIIES Subject to the Limitations set fortl elsewhere in this Agreement: Lo use Licensed Materials, that it has obtained any and all necessary permissions from third parties to license the Licensed Materials, and that use of the Licensed Materials by Authorized Users in accordance with the terms of this Agrcement shall not infringe thc copyright of any third party . ## XIILLIMITATIONS ON WARRANTIES Notwithstanding anything else in this Agreement: Neither party shall be liable for any indirect. incidental, punitive or consequential damages; including hut not limited to loss of data, busincss interruption; or loss of profits. arising out of the use of or the inability to use the Licensed Matcrials. special. Licensor makes no representation or warranty. and expressly disclaims any liability with respect to the content of any Licensed Materials; including but not limited to errors or omissions contained therein; libel, infringement of rights of publicity, privacy. trademark rights; moral rights; or the disclosure of confidential information: Except for the express warranties stated herein; the Licensed Materials are providcd on an as is" basis, and Licensor disclaims any and all other warranties, conditions; or representations (express; implied, oral or written) , relating to the Licensed Materials or any thereof. including; without limitation; any and all implied warranties of quality. performance, merchantability or fitness for a particular purpose. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm; time bomb, logic bomb or other such conputer program. Licensor further expressly disclaims any warranty or representation to Authorized Users; or to any third party . part ## XIV INDEMYIIIES The Licensor shall indemnify and hold Licensec and Authorized Uscrs harmless for any losses; claims; damages; awards , penalties: or injuries incurred, including reasonable attorney's fees, which arise fron any claim by any third party of an alleged infringement of copyright or any othexr property right arising out of the use of the Licensed Materials by the Licensee or any Authorized User. NO LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT IS APPLICABLE TO THIS INDEMNIFICATION. Each party shall indemnify and hold the other harmless for any losses, claims; damages; awards; penalties; or injuries incurred. including reasonable attorney's fees; which arise from any alleged breach of such indemnifying party's representations and warranties made under this Agrecment, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the right to defend such claims at its own expense. The other party shall provide assistance in investigating and defending such claims as the indemni ifying party may reasonably request and have the right to participate in the defense at its own expense. ## XV ASSIGNMENT AND TRANSFER Ncithcr party may assign; directly or indirectly, all or of its rights or obligations under this Agreement without the written consent of the other party; which consent shall not bc unreasonably withheld or delayed. part prior ## XVL\_GOVERNINGLAW This Agreement shall be interpreted and construed according to, and governed by. the laws of California; excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in California shall have jurisdiction to any dispute under this Agreement. hear ## XVILDISPUTE RESOLUTION In the event any dispute or controversy arising out of or rclating to this Agreement, the parties agree 10 exercise their best efforts to resolve the dispule as soon as possible. The shall, without delay. continue: to perform their respective obligations under this Agreement which are not affccted by the dispute. parties Mediation In the event that the can not by exercise of their best efforts resolvc the dispute. they shall submit the dispute to Mediation: The shall. without continue to perform their respective obligations under this Agreement which are not affected by the dispute. The invoking party shall give to the other party written notice of its decision to do so, including a description of the issues subject to the dispute and a proposed resolution thereof: Designated represcntatives of both parties shall attempt to resolve the dispute within five (5) working after such notice. If those designated representatives cannot resolve the dispute, the shall meet at a mutually agrecable location and describe the dispute and their respective proposals for resolution to responsible cxecutives of the disputing parties: who shall act in faith to resolve the dispute. If the dispute is not resolved within (30) calendar days after such meceting. the dispute shall be submitted 1o binding arbitration in accordance with thne Arbitration provision of this Agreement . parties parties days parties good thirty Arbitration controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. The shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection each party will select an arbitrator and the arbitrators in turn shall select a third arbitrator: The arbitration shall take placc at a location that is reasonably centrally located between the parties; or otherwise mutually upon by the Any parties partics. agreed All documents, materials; and information in thc possession of each party that are in any way relevant to the claim(s) or dispute(s) shall be made available to the othcr party for review and copying no latcr than sixty (60) days afier the notice of arbitration is served. modify. add, or subtract from any provision of this Agreement or to award punitive damages . The arbitrator shall have the power to issue mandatory orders and restraining orders in connection with the arbitration. The award rendcred by thc arbitrator shall be final and binding on the parties, and judgment may be entered thereon in any court having jurisdiction. The agreement to arbitration shall be specifically cnforceable under prevailing arbitration law. During the continuance of any arbitration proceeding; the parties shall continue to perform their respcctive obligations under this Agreenent. ## XVIIL Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in pcrforming hereunder if such Or default is caused by conditions beyond its control including; but not limited to Acts of God, Governmnent restrictions (including the denial or cancellation of any export or other necessary license). wars; insurrections; strikes or other work stoppages. andlor any othcr cause beyond the delay reasonable control of the party whose performance is affected. ## XIX ENTIRE AGREEMENI This Agreement constilutes the entire agreement of thc parties and supersedes all communications , understandings and agreements relating to the subject matter hereof; whether oral or written. prior ## XX AMENDMENT except by written amendment signed by authorized representatives of Licensor and Licensee . ## XXL SEYERABILIIY If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction; the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby . ## XXIL Waiver of any provision herein shall not be deemed a waiver of any other provision herein; nor shall waiver of any breach of this Agreement bë construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. ## XXIIL\_NOTICES All notices given pursuant to this Agreement shall be in writing and may be hand delivered, or shall be deemed received within five (5) business days afìer mailing if sent confirmation must be sent by U.S. Mail or hand delivery to the specified address. Either party may from time to time change its Notice Address by written notice to the other party . copies ## If to Licensor: EBSCO Information Services 10 Estcs Street Ipswich; MA 01938 USA 10 Estes Street Ipswich, MA 01938 USA ## If to Licensec: University of California Office of the President California Digital Library 415 Street, 4t Floor Oakland: CA 94612 USA 20" In the event that Licensor utilizes any type of digital rights management teclnology to control the access or the usage of Licensed Product, Licensor agrees to fy Licensec of the name; contact information and any teclnical specifications for the digital rights management technology utilized, the name. contact information and any technical specifications for the digital rights management technology utilized . notin ## XXV. If Licensor utilizes any type of digital watermarking technology for any elemcnt of thc Licensed Product: Licensor agrees that watermarks will not be visible to the human eye and will not degrade image quality. These watermarks shall not contain user-related information such as account number or IP address. If digital watermarking teclnology is and any technical fications for the technology used. speci ## XXVL The University of Calitornia reasonably believes that funds can be obtained sufficient to pay all monies due during the term of this Agrecment and hereby covenants that it will do all lawlully within it power to oblain; maintain: and properly request and pursue funds from which payments fot this transaction may be made, including making provisions for such payments to the extent necessary in each budget submitled for the purpose of obtaining funding; its bona fide best efforts to have such portion of the budget approved and exhausting all available administrative review and appeals in the event such portion of the budget is not approved. It is the University of California's intent to make payments for the full term of this transaction. The University of California represents that the use of the materials under this transaction are essential to its proper; efficient and economic operation: things using In the event no funds or insutficient funds are appropriated and budgeted and are not otherwise legally available by an means whatsoever in any fiscal period for payments due under this transaction. the University of California will immediately notify Licensor of such occurrence and this transaction shall terminate on the last of the subscription period for which payment has been made without penalty ofexpense to the University of California of any kind whatsocver, except as to the portions of payments herein agreed for which funds shall have been appropriated and budgeted or otherwise available. In the day event of such termination the University of Calitornia shall maintain its perpetual right to materials licensed under the subscription periods for which it has fully paid. IN WITNESS WHEREOF, the parties have executed this Agreement by thcir respective, duly authorized representatives as of the date first above written. ## LICENSOR' BY: Signature 'of "Signatory of Licensor Print Namne: Title: Address: 2 Telephone No.: E-mail: ## LICENSEE: BY: DATE: Signature of Authorizkd Signawry of Licensee Print Name: Title: Telephone No:: E-mail: ## Licensed Materials: GLBT Life ## Fees: Annual Subscription Fee: Subscription Period: This is a 12-month subscription; January 1, 2006 through December 3 1. 2006. on Annual Subscription Fee: Annual cost increases for subsequent years will be negotiated between CDL and EBSCO and will not exceed Cap Renewal Date for Annual Subscriplion Fees. The lirst renewal date is January 1, 2007. ## Additional terms: Access to the complete set of Liccnsed Materials for 10 campuses of the University of California and UC' Officc of the President (scc Appendix B). EBSCO shall send the invoice for the above referenced content to: CDL Acquisitions Geiscl Library University of California 9500 Gilman Drive; Dept. 0175A La Jolla; CA 92093-0175 University of California Berkeley University of California; Davis UJniversity of California, Irvine University of California; Los Angeles University of California; Merced University of California; Riverside University of California; San Diego University of California; San Francisco University of California, Santa Barbara University of California; Santa Cruz University of California Office of the President ## APPENDIXB ## APPENDIX C [TExT DELETED]

Authorized Uscrs: Authorized Users' are: Persons\_Affiliated with the\_University ot California Full and timne employees (including faculty, staff, and independent contractors) and students of Licensee and the institution of which it is a part, regardless of the physical location of such persons: (For part Walk-ins Patrons not affiliated with Licensee who are physically present at Licensee's site(s) ("walk-ins") shall be granted access to the Licensed Materials pursuant 1o the following: Authorized Users shall be identified and authenticated by the use of servers is permitted as as any proxy server IP addresses provided limit remote or off-campus access to Authorized Users. Iong Authorized Uscs: Licensee and Authorized Users may make all use ol the Licensed Materials as is consistent with the Fair Use Provisions of United States and international copyright laws: In addition the Licensed Malerials may be used. except as noted below, for purposes of research, education or othcr non-commcrcial use as follows: Display: Licensee and Authorized Users shall have the right to electronically display the Licensed Materials. Digitally Licensee and Authorized Users may download and digitally copy a reasonable portion of the Licensed Materials. Copx Print Copx Licensee and Authorized Users may a reasonable portion of the Licensed Materials. print Or printing portions of Licensed Materials for Authorized Users. OI usc research purposes, including cxtraction and manipulation of intormation for the analysis. Course\_Packs Licensee and Authorized Users may use a reasonable portion of the Licensed Materials in the preparation of Course Packs or other educational materials. Course\_Reserves (Print\_and Elcctronic) Jicensec and Authorized Users may use reasonable portion of the Licensed Materials for usc: in connection with coursCS of instruction offered by the University of Califotnia specific Electronic Links The University of California is committed to the use of the emerging OpenURL standard to allow linking t0 related materials in other locations. If Licensor does not use the OpenURL standard, Licensor staff will provide information to Licensee upon request to assist the Licensee in creating links directly from UC's library catalogs and licensed resources to the conlent at the journal, issue and article levels. transmit to third party in hard copy Or clectronically , minimal insubstantial amounts of the Liccnsed Materials for personal use scholarly, educational, scientific research or professional use but in casc fot rcsalc or commercial purposes. compliance with Section 108 of the United States Copyright Law (17 USC $108, ~Limitations on exclusive rights: Reproduction by libraries and archives") and the Guidelines for the Proviso of Subsection 108(2g)(2) prepared by the National C'ommission on New Technological Uses of Copyrighted Works.

This Agreement shall continue in effect for one commencing on January 1, 2006. year.

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