CRIV CONNECTION

Author: Mary Jenkins, Library and Research Services Manager at Devine, Millimet & Branch, PA

When entering into an agreement for information resources or services, it makes good sense to have someone else in your workplace review the terms. While this is standard practice for many organizations, it may surprise some readers to know that there are organizations that do not have a mandatory review process and others that simply accept the terms offered by the vendor. Even if contract review is not required, it will help to have another reader to ensure that you have considered reasonable alternatives and the possibility of changing circumstances.

You will find excellent guidance related to license terms on the Principles and Practices for Licensing Electronic Resources page, part of the CRIV Tools. In this post, we will focus on the skills that another reviewer might bring to your process. The specific roles will vary by workplace. If outside counsel, a prosecuting attorney, or a compliance officer is assigned, then take full advantage of their expertise. In my experience, people in these roles have been helpful to me when reviewing and negotiating contract terms.

Co-workers will be familiar with specific aspects of an information resource or service. You may want to tap the expertise of co-workers for clauses related to, for example, interlibrary loan, the definition of, access by, and confidentiality of users, and archival access. Inviting assistance can grow awareness of terms and conditions while also strengthening the terms to the library’s advantage.

Purchasing managers negotiate terms for many types of products and services. While they may be less familiar with information resources, they will be quite aware of more generic terms and may be able to apply their experience to your negotiation.

Corporate attorneys will take a red pen to an agreement. They provide deep understanding of the laws of your state and circumstances under which potential litigation might be best handled in a particular jurisdiction. They will know what terms are unacceptable to your organization.

Finance or business managers will review the payment terms and offer counsel on arrangements that are amenable to your organization.

Colleagues at other institutions cannot review a confidential agreement but can answer general questions about how they have handled modifications to agreements’ challenging terms.

Information professionals at smaller organizations may not have a formal, required process for contract reviews but they have the benefits of local collegiality and the flexibility to build approaches that work well for their circumstances. People familiar with your institution’s needs or practices can add a layer of expertise that complements CRIV’s recommended best practices.