Negotiable Clauses

|Clause Number |Ideal Position |Fallback Position |
|5.1.1 |28 days |2 months |
|5.1.2 |7 days a week |5 days a week |
|6.1.5 |UK laws |Californian Laws |
|5.2 | | |
|6.1.2 |Permit access only within |Permit access outside |
| |organization |organization |
|8.1 |14 days notice |28 days notice |
|8.2 |Terminate agreement immediately | |
| |from either party | |
|8.4 |100% reimbursement for |75% reimbursement for termination|
| |termination of the agreement |of agreement |
|3.1.3 | | |
|5.2 |10% |8% |
|5.2 |also if it is still useful | |
|5.3 |14 days |21 days |
|5.6 |14 days |30 days |
|6.1.3 |Authorised Users | |
|4.1.3 |No written consent |prior written consent |
|8.2 |either party | |
|10.3 |Week |5 days |
|10.4 |We want the licensor liable for |whatever ones we aren’t willing |
| |technical difficulties, having |to have |
| |everything we are willing | |

4.1.3 – cos we need to display on our secured network, not the WWW. Not acceptable, its impractical , fall back position, written consent on the WWW, but we are not happy because we want to send the file around as one branch may want to forward the journals to another branch, etc.

5.3 this gives a commercial competitive advantage as we get the journals 14 days before the print publication which in that time we can use the information effectively. 2nd part of this clause states what can be sent and what cant be sent….therefore we have an idea of what journals are going to be coming in a structured manner like we know what are coming in at what time, etc…some materials maybe available fortnightly and others quarterly.

5.6 it could severely impact our business activities due to the nature of our organisation.

5.7 It is ambiguous, and a big responsibility on their behalf and therefore it does not affect us in anyway. Let sleeping dogs lie……….they have made a bold statement, plus ambiguous court. We need accurate information as we are a medical company and therefore if it is not accurate could result in severe consequences. Therefore if anything goes wrong we can use something.

Clause 6

Clauses 6 and 6.1 were not changed because it was Killem’s obligation to issue passwords to Authorised Users to allow access to the Licensed Material and also to ensure that no unauthorised users have access to this material.