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									                                         DATED                            2009




                                                 IOP PUBLISHING LIMITED


                                                         -and-



                                                     [INSTITUTION]




                                   ________________________________________


                         IOP JOURNALS ARCHIVE (1999–2006) LICENCE AGREEMENT


                                            ___________________________




IOP Journals Archive 1999-2006 licence
                        IOP JOURNALS ARCHIVE (1999 – 2006) LICENCE AGREEMENT



THIS AGREEMENT is made                               day of                           2009

BETWEEN:            IOP PUBLISHING LIMITED, a company having registered number 467514 and having its
                    registered office at Dirac House, Temple Back, Bristol, BS1 6BE ("Publisher").



AND                 [INSTITUTION insert full contractual name] of [full address] ("Institution").




RECITALS

WHEREAS the IOP Journals Archive (1999–2006) is the Publisher’s digitized archive covering the
years 1999-2006 inclusive;

WHEREAS the IOP Journals Archive (1999–2006) and all Intellectual Property Rights (as hereafter
defined) therein are owned by or licensed to the Publisher;


AND WHEREAS JISC Collections is a company limited by guarantee set up in 2006 by the UK funding
bodies to (1) carry on from the UK funding bodies all or any of the businesses of establishing, managing
and providing access to the UK learning community and to acquire and grant licences for access and use
of learning material for the advancement and benefit of the UK learning community; and (2) acquire and
grant licences for access and use of electronic resources for the community of bodies and institutions
engaged in the provision or support of education, learning and/or research in the UK and elsewhere in the
world;

AND WHEREAS the Publisher has agreed with JISC Collections in the IOP Journals Archive (1999–
2006) Agreement between JISC Collections and the Publisher to use this Agreement as the model for
any agreement between the Publisher and a subscribing institution in relation to the offer agreed between
JISC Collections and the Publisher as attached to this Agreement in Annex 1;

AND WHEREAS the parties are desirous of reaching agreement to make access to the IOP Journals
Archive (1999–2006) available to the Institution and its users on terms and conditions as set out in this
Agreement.

IT IS AGREED AS FOLLOWS:

1.        DEFINITIONS

1.1       In this Agreement, the following expressions shall have the following meanings:




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             "Access Fee"                means the fee for access and use of the Licensed Material via
                                         the Publisher’s platform or via a third party appointed by the
                                         Publisher as set out in Schedule 1.

             "Authorised Users"          means individuals who are authorised by the Institution to
                                         access the Institution’s information services whether on-site or
                                         off site via Secure Authentication and who are affiliated to the
                                         Institution as a current student (including but not limited to
                                         undergraduates and postgraduates) member of staff (whether
                                         on a permanent or a temporary basis including retired members
                                         of staff and any teacher who teaches Authorised Users in the
                                         United Kingdom) or contractor of the Institution. Persons who
                                         are not a current student, member of staff or a contractor of the
                                         Institution, but who are permitted to access the Institution’s
                                         information services from computer terminals or otherwise
                                         within the physical premises of the Institution ["Walk-In Users"]
                                         are also deemed to be Authorised Users, only for the time they
                                         are within the physical premises of the Institution. Walk-In Users
                                         may not be given means to access the Licensed Material when
                                         they are not within the physical premises of the Institution. For
                                         the avoidance of doubt, Walk-In Users may not be given access
                                         to the Licensed Material by any wireless network provided by
                                         the Institution unless such network is a Secure Network.

             "Content and Licence        means the fee for the purchase of the content of the Licensed
             Fee"                        Material and the perpetual licence for access and use of such
                                         content via local or third party mounting.


             "Commercial Use"            means use of the Licensed Material for the purpose of monetary
                                         reward (whether by or for the Institution or an Authorised User)
                                         by means of the sale, resale, loan, transfer, hire, inclusion in a
                                         document delivery service or other form of exploitation of the
                                         Licensed Material. For the avoidance of doubt, neither the
                                         recovery of direct cost by the Institution from Authorised Users,
                                         nor use by the Institution or Authorised Users of the Licensed
                                         Material in the course of research funded by a commercial
                                         organisation is deemed to constitute Commercial Use.

             "Delivery Date"             Means the date six weeks after the Effective Date or such
                                         earlier date as the parties may agree for the delivery of the
                                         Licensed Material pursuant to Clause 7.1.


             "Educational Purposes"      means for the purpose of education, teaching, distance learning
                                         in the UK only, private study and/or research.




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             "Effective Date"            means the date when both parties have signed this Agreement.


             "Fee"                       means the fee as set out in Schedule 1.

             "HEFCE"                     means the Higher Education Funding Council for England.

             "Intellectual Property      means patents, trademarks, trade names, design rights,
             Rights"                     copyright (including rights in computer software and moral
                                         rights), database rights, rights in know-how and other
                                         intellectual property rights, in each case whether registered or
                                         unregistered and including applications for the grant of any of
                                         the foregoing and all rights or forms of protection having
                                         equivalent or similar effect to any of the foregoing which may
                                         subsist anywhere in the world.

             "JORUM Repository"          means the central repository of learning and teaching
                                         material funded by the UK funding bodies.


             "Licensed Material"         means the material licensed in this Agreement known to the
                                         parties as the IOP Journals Archive (1999- 2006) as further
                                         described in Schedule 2.




             "Offer"                     means the offer as agreed between JISC Collections and the
                                         Publisher in the IOP Journals Archive (1999-2006) Agreement
                                         which is attached in Annex 1 hereto.

             "Secure Authentication"     means    access    to    the   Licensed   Material   by   Athens
                                         authentication or Security Assertion Mark-up Language (SAML)
                                         technology based        authentication, Internet Protocol (“IP”)
                                         ranges or by another means of authentication agreed in writing
                                         between the Publisher and the Institution from time to time.


             "Secure Network"            means a network which is only accessible by Secure
                                         Authentication.


1.2       Headings contained in this Agreement are for reference purposes only and shall not be deemed
          to be an indication of the meaning of the clause to which they relate.

1.3       Where the context so implies, words importing the singular number shall include the plural and
          vice versa and words importing the masculine shall include the feminine and vice versa.




2.        AGREEMENT




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2.1       By means of this Agreement the Publisher agrees (a) to provide the Institution with a copy of the
          Licensed Material as provided for in Clause 6; (b) to grant the Institution the licences to the
          Licensed Material on the terms set out in Clause 3; (c) to provide on-line access and allow on-line
          use of the Licensed Material by Authorised Users upon payment of an Access Free by the
          Institution;.


2.2       In consideration for receipt of the Licensed Material and the Publisher’s licensing of the Licensed
          Material pursuant to Clause 3, the Institution undertakes to pay to the Publisher the Fee(s) in
          accordance with the provisions of Schedule 1.



3.        LICENCE GRANT

3.1       The Publisher hereby grants to the Institution upon payment of the Content and Licence Fee a
          perpetual irrevocable non-exclusive licence:

          a) to mount the Licensed Material, to communicate the Licensed Material to Authorised Users via
          a Secure Network, to make the Licensed Material available to Authorised Users, to use and allow
          Authorised Users to access and use the Licensed Material all in accordance with the terms and
          conditions of this Agreement.

          b) to make available the Licensed Material to Authorised Users through any un-networked
          electronic means (e.g. FTP, CD-Rom) for use in accordance with the terms and conditions
          consistent with this Agreement.

3.2       The Publisher hereby grants to the Institution upon payment of the Access Fee a non-exclusive
          licence to access the Licensed Material on-line via the Publisher’s platform or via a third party’s
          platform on behalf of the Publisher and use the Licensed Material in accordance with the terms
          and conditions of this Agreement

3.3       The Publisher hereby grants to the Institution the right to appoint third parties to act on behalf of
          the Institution to mount the Licensed Material, to communicate the Licensed Material via a Secure
          Network, to make the Licensed Material available and to provide access to the Licensed Material
          in accordance with this Agreement so as to enable the Institution to exercise its rights under
          Clause 3.1. This arrangement shall be subject to an agreement between the Institution and the
          third party which is consistent with the terms of this Agreement where relevant.




4.        USE OF THE LICENSED MATERIAL

4.1       Throughout the term of this Agreement, the Institution may for Educational Purposes only:

          4.1.1     mount the Licensed Material on a stand-alone and/or a Secure Network or appoint a third
                    party to do this on its behalf, communicate, make available and provide access via a



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                    Secure Network to Authorised Users all in accordance with this Agreement. The right in
                    this Clause 4.1.1 includes the right to link the Licensed Material to a search engine or
                    other facility developed to enable Authorised Users to undertake full cross searching of
                    the Licensed Material and the use of the Licensed Material as necessary for the
                    development of such a search engine or facility;

          4.1.2     make such copies or re-format the Licensed Material in any way to ensure its future
                    preservation and accessibility in accordance with this Agreement;

          4.1.3     access the Licensed Material and allow Authorised Users to access the Licensed
                    Material via the Publishers’ platform if so requested and upon payment of the Access Fee
                    to the Publisher. The access and use of the Licensed Material shall be in accordance
                    with this Agreement.

          4.1.4     make such temporary local electronic copies of all or part of the Licensed Material as are
                    necessary to ensure efficient use by Authorised Users, provided that such use is subject
                    to all the terms and conditions of this Agreement;

          4.1.5     allow Authorised Users to access the Licensed Material by Secure Authentication in order
                    to search, retrieve, display and view, and otherwise use portions thereof for their personal
                    use;

          4.1.6     allow Authorised Users to electronically save parts of the Licensed Material for their
                    personal use;

          4.1.7     allow Authorised Users to print out copies of parts of the Licensed Material for their
                    personal use;


          4.1.8     provide single printed or electronic copies of parts of the Licensed Material at the request
                    of individual Authorised Users;


          4.1.9     supply to an authorised user of another library in the UK (whether by post, fax or secure
                    electronic transmission, using Ariel software or its equivalent, whereby the electronic file
                    is deleted immediately after printing) for the purpose of non-commercial research or
                    private study a single paper copy of an electronic original of parts of the Licensed
                    Material;


          4.1.10 incorporate parts of the Licensed Material (excluding whole issues) for use by Authorised
                    Users in printed and electronic course packs, study packs, resource lists and in any other
                    material (including but not limited to multi-media works) to be used in the course of
                    instruction and/or in virtual and managed environments (including but not limited to virtual
                    learning environments, managed learning environments, virtual research environments
                    and library environments) hosted on a Secure Network. Each item shall carry appropriate
                    acknowledgement of the source, listing title and copyright owner. Course packs in non-
                    electronic non-print perceptible form, such as Braille, may also be offered to Authorised
                    Users;




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          4.1.11 allow Authorised Users to incorporate parts of the Licensed Material (excluding whole
                    issues) in printed or electronic form in assignments and portfolios, theses and in
                    dissertations (“the Academic Works”), including reproductions of the Academic Works for
                    personal use and library deposit, if such use conforms to the customary and usual
                    practice of the Institution provided that by so doing parts of the Licensed Material will not
                    be accessible to persons who are not Authorised Users except that reproductions in
                    printed or electronic form of Academic Works may be provided to sponsors of such
                    Academic Works. Each item shall carry appropriate acknowledgement of the source,
                    listing title and copyright owner;


          4.1.12 display, download and print parts of the Licensed Material for the purpose of promotion of
                    the Licensed Material, testing of the Licensed Material, or for training Authorised Users;


          4.1.13 publicly display or publicly perform parts of the Licensed Material as part of a
                    presentation at a seminar, conference, or workshop, or other such similar activity;


          4.1.14 make such copies of training material and network such training material as may be
                    required for the purpose of using the Licensed Material in accordance with this
                    Agreement; and


          4.1.15 deposit in perpetuity the learning and teaching objects as referred to in Clause 4.1.10 in
                    electronic repositories operated by the Institution on a Secure Network and in the
                    JORUM Repository. The access and use of such learning and teaching objects shall be
                    governed by the terms and conditions of the applicable repository.


          4.1.16 save and/or deposit in perpetuity articles forming part of the Licensed Material in
                    electronic repositories operated by the Licensee on a Secure Network where an author
                    worked when the research for the article was carried out and /or by an Authorised User
                    who is a named author of such article on his/ her personal web site. Access to and use of
                    such repositories shall be limited to Authorised Users and the UK funding bodies. If
                    possible there should be citation information and best efforts must be used to include a
                    link to the on-line abstract in the journal in which the article was published. Additionally,
                    the final published version of the article may not be used, only a named author’s own
                    format (which may include amendments made following peer review); and


          4.1.17 not prior to 12 months after publication by the Publisher save and/or deposit in perpetuity
                    articles forming part of the Licensed Material of which they are the authors on any
                    network including networks open to the public and to communicate to the public such
                    articles via any electronic network, including without limitation the Internet and the World
                    Wide Web, and any other distribution medium now in existence or hereinafter created but
                    not on a third party publisher network. . If possible there should be citation information
                    and best efforts must be used to include a link to the on-line abstract in the journal in
                    which the article was published. Additionally, the final published version of the article




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                    may not be used, only a named author’s own format (which may include amendments
                    made following peer review);

4.2       This Agreement shall be deemed to complement and extend the rights of the Institution and
          Authorised Users under the Copyright, Designs and Patents Act 1988 and the Copyright (Visually
          Impaired Persons) Act 2002 and nothing in this Licence shall constitute a waiver of any statutory
          rights held by the Institution and Authorised Users from time to time under these Acts or any
          amending legislation.




5.        RESTRICTIONS

5.1       Save as provided herein, the Institution and Authorised Users may not:

                    5.1.1     sell or resell the Licensed Material unless the Institution or an Authorised User
                              has been granted prior written consent by the Publisher to do so;

                    5.1.2     remove, obscure or modify copyright notices, text acknowledging or other means
                              of identification or disclaimers as they appear;

                    5.1.3     alter, adapt or modify the Licensed Material, except to the extent necessary to
                              make it perceptible on a computer screen, or as otherwise permitted in this
                              Agreement. For the avoidance of doubt, no alteration of the words or their order
                              is permitted;

                    5.1.4     display or distribute any part of the Licensed Material on any electronic network,
                              including without limitation the Internet and the World Wide Web, and any other
                              distribution medium now in existence or hereinafter created, other than by a
                              Secure Network;

                    5.1.5     use all or any part of the Licensed Material for any Commercial Use or for any
                              purpose other than Educational Purposes; or

                    5.1.6     systematically distribute the whole or part of the Licensed Material to anyone
                              other than an Authorised User; or publish, distribute or make available the
                              Licensed Material or works which combine with it with any other material
                              other than in course packs.

5.2       This Clause 5 shall survive termination of this Agreement for any reason.


5.3       Save as provided herein, neither the Licensee nor Authorised Users may systematically make
print or electronic copies of multiple extracts of the Licensed Material.


5.4       Save as provided herein, neither the Licensee nor Authorised Users may provide, by electronic
means, to a user at another library or elsewhere, a retained electronic copy of any part of the Licensed
Material.




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6.        RESPONSIBILITIES OF THE INSTITUTION

6.1       The Institution will:

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

          6.1.2     use all reasonable efforts to ensure that only Authorised Users are permitted access to
                    the Licensed Material;

          6.1.3     use all reasonable efforts to ensure that all Authorised Users are made aware of and
                    undertake to abide by the terms of this Agreement;

          6.1.4     use all reasonable efforts to monitor compliance and notify the Publisher immediately and
                    provide full particulars on becoming aware of any of the following (a) any unauthorised
                    access to or use of the Licensed Material or unauthorised use of any of the Institution's
                    password(s); or (b) any breach by an Authorised User of the terms of this Agreement.
                    Upon becoming aware of any breach of the terms of this Agreement the Institution further
                    agrees promptly to fully investigate and initiate disciplinary procedures in accordance with
                    the Institution's standard practice and use all reasonable effort to ensure that such
                    activity ceases and to prevent any recurrence;

          6.1.5     comply with all computer security procedures required by Publisher and take all
                    reasonable steps to ensure the security of the Licensed Material; and

          6.1.6     provide lists of valid IP addresses to the Publisher and update those lists on a regular
                    basis the frequency of which will be agreed by the parties from time to time.




7.        RESPONSIBILITIES OF PUBLISHER

7.1       The Publisher agrees to provide the Institution on or before the Delivery Date with 1 complete
          copy of the Licensed Material on SDLT which shall be accompanied by such instructions as the
          Institution will reasonably require to facilitate access to the Licensed Material. On receipt of the
          SDLT pursuant to this Clause 7.1, the Institution shall notify the Publisher of that receipt and shall
          confirm to the Publisher whether the SDLT contains content of a size and nature which appears
          consistent with that of the Licensed Material, provided always that such confirmation as to the
          size and nature shall on no account prejudice the Institution’s right to assert that the Publisher
          has failed to fully comply with its obligation under this Clause 7.1. to a complete copy of the
          Licensed Material to the Institution.

7.2       Upon payment of the Access Fee, the Publisher shall ensure access and use of the Licensed
          Material via its platform or a third party platform on its behalf in accordance with the provisions as
          laid down in this Agreement.

7.3       The Publisher shall cause product support to be provided to the Institution and to Authorised
          Users.




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8.        USAGE DATA

8.1       The parties shall co-operate in gathering any data on usage of the Licensed Material that is
          available to them during the term of this Agreement, and shall provide such data to each other
          upon request. Notwithstanding the foregoing, the parties shall neither assemble nor provide data
          from which an individual user could be identified.




9.        FEE


9.1       The Institution will pay the Fee(s) to the Publisher for the rights granted to the Licensed Material
          in the amount and upon terms as set out in Schedule 1.


10.       TERM AND TERMINATION

10.1      This Agreement commences on the Effective Date and, subject to the following sentence, will
          remain in full force and effect in perpetuity. For the avoidance of doubt, the parties agree that: (1)
          the Institution will be irrevocably entitled to retain the Licensed Material for which the Institution
          has paid the Content and Licence Fee (as defined in Schedule 1) in perpetuity; and (2), subject
          only to Clause 10.2, the licences granted by the Publisher to the Institution in Clause 3
          irrevocable and will survive any termination of this Agreement.

10.2      The licences under this Agreement may be terminated by the Publisher giving notice in writing
          only if

          10.2.1 the Institution does not pay the applicable Content and Licence Fee in accordance with
                    Schedule 1 unless the Institution remedies the breach within a 30 days period after
                    receiving such notice;.

          10.2.2 the Institution materially breaches any other obligation under this Agreement and remains
                    in such breach after being given notice by the Publisher of such breach unless the
                    Institution remedies such breach within a 30 days period after receipt of such notice.


10.3      Without prejudice to Institution’s irrevocable rights under 10.1, this Agreement may be terminated
          by the Institution giving notice in writing to the Publisher only if:


          10.3.1 the Publisher has failed to deliver the Licensed Material to the Institution in accordance
                    with Clause 7.1 unless the Publisher remedies such breach within a 30 days period after
                    receiving written notice of the breach;


          10.3.2 the Publisher materially breaches any other obligation under this Agreement and remains
                    in such breach being given notice by the Institution of such breach within a 30 days
                    period after receipt of such notice.




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10.4      Upon termination of this Agreement by the Institution in accordance with Clause 10.3.1, the
          Institution will be under no obligation to make further payments to the Publisher of the Content
          and Licence Fee and Access Fee (where applicable) and the Licensor shall refund the Institution
          the Content and Licence Fee and the Access Fee (where applicable) received from the Institution
          within 30 days after the 30 days remedy period has expired. In the event of a material breach in
          accordance with Clause 10.3.2, the Institution can retain the Licensed Material and use it in
          accordance with Clauses 4 and 5 provided the Institution has paid the Content and Licence Fee
          and the Access Fee (where applicable) as outlined in Schedule 1.

10.5      Upon termination of this Agreement, copies of parts of the Licensed Material made by Authorised
          Users may be retained. Print copies may be used after termination of this Agreement subject to
          the terms of Clauses 4 and 5 of this Agreement, which terms shall survive any termination of this
          Agreement. Save as provided for in Clause 4.1.15, the use of electronic copies after termination
          of this Agreement requires the authorisation from the Publisher (and no such use shall be made
          without such authorisation) and the conditions of use are not subject to this Agreement.



11.       ACKNOWLEDGEMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

11.1      Save a provided for in Clause 11.2, the Institution acknowledges that all Intellectual Property
          Rights in the Licensed Material are the sole and exclusive property of the Publisher or are duly
          licensed to the Publisher and that this Agreement does not assign or transfer to the Institution any
          right, title or interest therein except for the right to use the Licensed Material in accordance with
          the terms and conditions of this Agreement.

11.2      The Publisher hereby acknowledges that any database rights created by the Institution or a third
          party on its behalf as a result of local mounting of the Licensed Material as referred to in Clauses
          4.1.and 4.2 shall be the property of the Institution, to the extent that Institution’s and Authorised
          Users’ use of the Licensed Materials while locally loaded complies with all terms and conditions of
          this Agreement.




12.       REPRESENTATIONS, WARRANTIES, INDEMNIFICATION AND LIMITATIONS OF LIABILITY
          IN RESPECT OF THE LICENSED MATERIAL

12.1      The Institution represents and warrants that it has sufficient authority and rights to enter into and
          perform its obligations under this Agreement.

12.2      The Publisher warrants to the Institution that the Licensed Material and all Intellectual Property
          Rights therein are owned by or licensed to the Publisher and that the Licensed Material used as
          contemplated in this Agreement does not infringe any Intellectual Property Rights of any natural
          or legal person. The Publisher agrees that Institution shall have no liability and the Publisher will
          indemnify, defend and hold Institution harmless against any and all damages, liabilities, claims,
          causes of action, legal fees and costs incurred by Institution in defending against any third party
          claim of Intellectual Property Rights infringements or threats of claims thereof with respect of
          Institution's use or an Authorised User’s use of the Licensed Material, provided that: (1) the use of
          the Licensed Material has been in full compliance with the terms and conditions of this




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          Agreement; (2) Institution provides the Publisher with prompt notice of any such claim or threat of
          claim; (3) Institution co-operates fully with the Publisher in the defence or settlement of such
          claim; and (4) the Publisher has sole and complete control over the defence or settlement of such
          claim.

12.3      Nothing in this Agreement shall make the Institution liable for breach of the terms of this
          Agreement by any Authorised User provided that the Institution did not cause, knowingly assist or
          condone the continuation of such breach after becoming aware of an actual breach having
          occurred.

12.4      Save as provided for in Clause 11.2, neither the Institution nor the Publisher will be liable to the
          other in contract or negligence or otherwise for (i) any special, indirect, incidental, punitive or
          consequential damages (ii) loss of direct or indirect profits, business, contracts, revenue or
          anticipated savings or for any increased costs or expenses.

12.5      No party limits its liability for (i) death or personal injury to the extent it results from its negligence,
          or of its employees or agents in the course of their engagement; and (ii) its own fraud or that of its
          employees or agents in the course of their engagement.

12.6      The Publisher reserves the right to change the content, presentation, user facilities or availability
          of parts of the Licensed Material and to make changes in any software used to make the
          Licensed Material available at their sole discretion. The Publisher will notify the Institution of any
          substantial change to the Licensed Material.

12.7      The Publisher makes no representation and gives no warranty express or implied with regard to
          the accuracy of the information contained in or in any part of the Licensed Material and the fitness
          of such information or part for any purposes whatsoever and the Publisher accepts no liability for
          loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the
          Licensed Material or for any loss suffered or incurred as a result of pages being omitted from the
          Licensed Material in error provided the Publisher will rectify such omissions as soon as
          reasonably practical on being made aware of them.

12.8      The Institution agrees to notify the Publisher within 48 hours and provide full particulars in the
          event that it becomes aware of any actual, suspected or threatened claims by any third party in
          connection with works contained in the Licensed Material and do all things reasonably required to
          assist the Publisher in such claims. It is expressly agreed that upon such notification, or if the
          Publisher becomes aware of such a claim from other sources, the Publisher may remove such
          work(s) from the Licensed Material. Failure to report knowledge of any actual or threatened claim
          by any third party shall be deemed a material breach of this Agreement. At the request of the
          Publisher, the Institution will make all reasonable efforts to remove such work(s) from any copies
          of the Licensed Material maintained by the Institution.

12.9      The Institution represents to the Publisher that its computer system through which the Licensed
          Material will be used is configured, and procedures are in place, to prohibit access to the
          Licensed Material by any person other than an Authorised User; that it shall inform Authorised
          Users about the conditions of use of the Licensed Material; and that during the term of this
          Agreement, the Institution will continue to make all reasonable efforts to bar non-permitted access
          and to convey appropriate use information to its Authorised Users.




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12.10     In no event shall Publisher’s liability under this Agreement exceed the combined Access Fee and
          Content and Licence Fee.




13.       FORCE MAJEURE

13.1      Either party’s failure to perform any term or condition of this Agreement as a result of
          circumstances beyond the control of the relevant party (including without limitation, war, strikes,
          flood, governmental restrictions, and power, telecommunications or Internet failures or damages
          to or destruction of any network facilities) ["Force Majeure"] shall not be deemed to be, or to give
          rise to, a breach of this Agreement.

13.2      If either party to this Agreement is prevented or delayed in the performance of any of its
          obligations under this Agreement by Force Majeure and if such party gives written notice thereof
          to the other party specifying the matters constituting Force Majeure together with such evidence
          as it reasonably can give and specifying the period for which it is estimated that such prevention
          or delay will continue, then the party in question shall be excused the performance or the
          punctual performance as the case may be as from the date of such notice for so long as such
          cause of prevention or delay shall continue.




14.       ASSIGNMENT

14.1      Neither this Agreement nor any of the rights under it may be assigned or sub-licensed by either
          party without obtaining the prior written consent of the other party. In any permitted assignment,
          the assignor shall procure and ensure that the assignee shall assume all rights and obligations of
          the assignor under this Agreement and agrees to be bound to all the terms of this Agreement.

15.       GOVERNING LAW AND DISPUTE RESOLUTION

15.1      This Agreement shall be governed by and construed in accordance with English law and the
          parties irrevocably agree that any dispute arising out of or in connection with this Agreement will
          be subject to and within the jurisdiction of the English courts.

15.2      The parties agree to use best efforts to resolve disputes in an informal manner, by decision of the
          Managing Director of the Publisher and the [Vice Chancellor] of the Institution. Where the parties
          agree that a dispute arising out of or in connection with this Agreement would best be resolved by
          the decision of an expert, they will agree upon the nature of the expert required and together
          appoint a suitable expert by agreement. In default of agreement upon whom to appoint as a
          suitable expert, such expert shall upon the request of either party be appointed by the Chair for
          the time being of Universities UK (http://www.universities.co.uk).

15.3      Any person to whom a reference is made under Clause 15.2 shall act as expert and not as an
          arbitrator and his decision (which shall be given by him in writing and shall state the reasons for
          his decision) shall be final and binding on the parties except in the case of manifest error or fraud.

15.4      Each party shall provide the expert with such information and documentation as he may
          reasonably require for the purposes of his decision.




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15.5      The costs of the expert shall be borne by the parties in such proportions as the expert may
          determine to be fair and reasonable in all circumstances or, if no determination is made by the
          expert, by the parties in equal proportions.




16.       NOTICES

16.1      All notices required to be given under this Agreement shall be given in writing in English and sent
          by courier or special delivery to the relevant addressee at its address set out below, or to such
          other address as may be notified by either party to the other from time to time under this
          Agreement, and all such notices shall be deemed to have been received three days after posting
          where sent by special delivery or on despatch in the case of despatch by courier

          if to the Institution:                            [insert details]

          if to the Publisher                               Group Legal Adviser
                                                            IOP Publishing Limited
                                                            Dirac House
                                                            Temple Back
                                                            Bristol
                                                            BS1 6BE



17.       GENERAL

17.1      This Agreement, Schedules and Annexes constitute the entire agreement between the parties
          relating to the Licensed Material and supersede all prior communications, understandings and
          agreements (whether written or oral) relating to its subject matter and may not be amended or
          modified except by agreement of both parties in writing.

17.2      The Schedules and Annexes shall have the same force and effect as if expressly set in the body
          of this Agreement and any reference to this Agreement shall include the Schedules and Annexes.

17.3      The invalidity or unenforceability of any provision of this Agreement shall not affect the
          continuation in force of the remainder of this Agreement.

17.4      The rights of the parties arising under this Agreement shall not be waived except in writing. Any
          waiver of any of a party's rights under this Agreement or of any breach of this Agreement by the
          other party shall not be construed as a waiver of any other rights or of any other or further breach.
          Failure by either party to exercise or enforce any rights conferred upon it by this Agreement shall
          not be deemed to be a waiver of any such rights or operate so as to bar the exercise or
          enforcement thereof at any subsequent time or times.




IOP Journals Archive 1999-2006 licence                 14
                                SCHEDULE 1: FEES AND PAYMENT TERMS




1. The Institution shall cause the Publisher to be paid the one-off Content and Licence Fee of
   [insert] (exclusive of VAT) for the purchase of the content of the Licensed Material, the supply
   of the Licensed Material and the rights granted in this Agreement.

2. The Access Fee for three years shall be a peppercorn payable by the Institution only if
   demanded.


3. Each applicable fee shall be due and payable 45 days after receipt of a suitable invoice for
     such fee from the Publisher.




IOP Journals Archive 1999-2006 licence          15
                                    SCHEDULE 2 – LICENSED MATERIAL

                                     (IOP ARCHIVE 1999-2006 inclusive)

       Journal Title                                     ISSN     Year of first electronic
                                                                         back-file
       Bioinspiration & Biomimetics                  1748-3182             2006
       Biomedical Materials                          1748-6041             2006
       Chinese Journal of Astronomy and              1009-9271             2005
       Astrophysics
       Chinese Physics B                             1674-1056             2008
       Formerly Chinese Physics                      1009-1963             2001
       Chinese Physics Letters                       0256-307X             1999
       Classical and Quantum Gravity                 0264-9381             1999
       Communications in Theoretical Physic          0253-6102             2005

       Distributed Systems Engineering               0967-1846             1999
       (1993/94 – 1999)
       Environmental Research Letters                1748-9326             2006
       European Journal of Physics                   0143-0807             1999
       Europhysics Letters                           0295-5075             1986
       Fluid Dynamics Research                       0169-5983             1999
       Inverse Problems                              0266-5611             1999
       Journal of Cosmology and                      1475-7516             2003
       Astroparticle Physics
       Journal of Geophysics and                     1742- 2132            2004
       Engineering
       Journal of High Energy Physics                1029-8479             1999
       Journal of Instrumentation                    1478-0221             2006
       Journal of Micromechanics and                 0960-1317             1999
       Microengineering
       Journal of Neural Engineering                 1741- 2560            2004
       Journal of Optics A: Pure and Applied         1464-4258             1999
       Optics
       Journal of Physics A: Mathematical            0305-4470             1999
       and General (1975 – 2006) (Now
       known as Journal of Physics A:
       Mathematical and Theoretical.




IOP Journals Archive 1999-2006 licence              16
       Journal of Physics B: Atomic,            0953-4075   1999
       Molecular and Optical Physics
       Merged (2005) with Journal of Optics
       B: Quantum & Semiclassical Optics        1464-4266   1999
       (1999- 2005)

       Journal of Physics: Condensed Matter     0953-8984   1999
       Journal of Physics: Conference Series    1742-6588   2004
       Journal of Physics D: Applied Physics    0022-3727   1999
       Journal of Physics G: Nuclear and        0954-3899   1999
       Particle Physics
       Journal of Radiological Protection       0952-4746   1999
       Journal of Statistical Mechanics:        1742-5468   2004
       Theory and Experiment
       Measurement Science and                  0957-0233   1999
       Technology

       Metrologia                               0026-1394   1999
       Modelling and Simulation in Materials    0965-0393   1999
       Science and Engineering
       Nanotechnology                           0957-4484   1999
       New Journal of Physics                   1367-2630   1999
       Nonlinearity                             0951-7715   1999
       Nuclear Fusion                           0029-5515   1999
       Physica Scripta                          0031-8949   1999
       Physical Biology                        1478- 3967   2004
       Physics Education                        0031-9120   1999
       Physics in Medicine & Biology            0031-9155   1999
       Physiological Measurement                0967-3334   1999
       Plasma Physics and Controlled Fusion     0741-3335   1999
       Plasma Science and Technology            1009-0630   1999
       Plasma Sources Science and               0963-0252   1999
       Technology
       Reports on Progress in Physics           0034-4885   1999
       Science and Technology of Advanced       1468-6996   2000
       Materials
       Semiconductor Science and                0268-1242   1999
       Technology




IOP Journals Archive 1999-2006 licence         17
       Smart Materials and Structures     0964-1726   1999

       Superconductor Science and         0953-2048   1999
       Technology




IOP Journals Archive 1999-2006 licence   18
                                         ANNEX 1: OFFER



 JISC Band Price (£)
A              4250
B                      3700
C                      2900
D                      2200
E                      1900
F                      1500
G                      1000
H                       500
I                       500
J                       500

Please note that institutions will be allowed to split the cost over 2 years if required.

All prices are exclusive of VAT.




IOP Journals Archive 1999-2006 licence          19
IN WITNESS the hands of the above parties on the date first above written: -



SIGNED by:                                                 ________________________


Position:                                                                       (Signature)

for and on behalf of
IOP Publishing Limited




WITNESSED by:
_________________________


Position:                                                                       (Signature)


Address:




SIGNED by:                                                 ________________________


Position:                                                                       (Signature)


for and on behalf of
[INSTITUTION]




WITNESSED by:
_______________________


                                                                        (Signature)
Position:

Address:




IOP Journals Archive 1999-2006 licence         20

								
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