Common use of LICENSEE’S UNDERTAKINGS Clause in Contracts

LICENSEE’S UNDERTAKINGS. 5.2.1 The Licensee shall indemnify and hold harmless the APA, its directors, officers, employees, successors and assigns against any and all judgments, settlements, penalties, costs and expenses (including attorneys’ fees) paid or incurred in connection with any claims of damages by any party which result from the Authorized Users’ use of or reliance on the Licensed Materials under this License Agreement, including but not limited to any indirect, special, consequential, or exemplary damages and/or which are attributable to (a) a failure of the hardware or software of Licensee’s computer system or (b) a third party claim of infringement due to the use or creation of a Course Pack, Courseware, Electronic Reserve Collection or other derivative work created by the Licensee and/or Authorized Users or (c) alterations to the content of the Licensed Materials by the Licensee or Authorized Users not authorized under this License Agreement. 5.2.2 The Licensee represents and warrants that it will use best endeavors to notify its Authorized Users of the terms and conditions of this License Agreement and provide the click-through disclaimer (Schedule B) to Authorized Users and use best efforts to protect the Licensed Materials from unauthorized use or other breach of this License Agreement. 5.2.3 The Licensee shall only provide access to the Licensed Materials on a Secure Network. The Licensee and its Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA a complete set of Licensee’s valid IP addresses to enable the APA to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APA. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA of any changes in the IP addresses. 5.2.4 The Licensee shall undertake to make best efforts to ensure that no external, unauthorized users, outside of Authorized Users, have access to the Licensed Materials through this License Agreement. 5.2.5 The Licensee agrees, immediately upon becoming aware of any unauthorized use or other breach, to inform the APA, and to take immediate and appropriate steps both to ensure that such activity ceases and to prevent any recurrence. 5.2.6 If the APA identifies any unauthorized use of the Licensed Materials in breach of this License Agreement, the APA, in its sole discretion and without notice, has the right to immediately cause access under this License Agreement for the offending IP address or session to be terminated until the breach is corrected. When possible however, and at the sole discretion of the APA, the APA may communicate with the Licensee prior to terminating access. The APA and the Licensee agree that they will work together to correct the access breach as soon as possible so that access can be restored.

LICENSEE’S UNDERTAKINGS. 5.2.1 The Licensee shall indemnify and hold harmless the APA, its directors, officers, employees, successors and assigns against any and all judgments, settlements, penalties, costs and expenses (including attorneys’ fees) paid or incurred in connection with any claims of damages by any party which result from the Member Sites and/or Authorized Users’ use of or reliance on the Licensed Materials under this License Agreement, including but not limited to any indirect, special, consequential, or exemplary damages and/or which are attributable to (a) a failure of the hardware or software of Licensee’s computer system or (b) a third party claim of infringement due to the use or creation of a Course Pack, Courseware, Electronic Reserve Collection or other derivative work created by the Licensee Licensee, its Member Sites, and/or Authorized Users or (c) alterations to the content of the Licensed Materials by the Licensee Licensee, its Member Sites, or Authorized Users not authorized under this License Agreement. 5.2.2 Licensee agrees to designate a single person to be the administrator of this License Agreement. The name, address, phone number, and e-mail address of the License Agreement administrator shall be listed in Schedule C. Licensee shall notify the APA of any changes to the assigned administrator or contact information. 5.2.3 The Licensee represents and warrants that it will use best endeavors to notify its Authorized Users of the terms and conditions of this License Agreement and provide the click-through disclaimer (Schedule B) to Authorized Users and use best efforts to protect the Licensed Materials from unauthorized use or other breach of this License Agreement. 5.2.3 5.2.4 The Licensee shall only provide access to the Licensed Materials on a Secure Network. The Licensee Licensee, its Member Sites, and its Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA a complete set of Licensee’s valid IP addresses for each Member Site included in Schedule C to enable the APA to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APA. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA of any changes in the IP addresses. 5.2.4 5.2.5 The Licensee and its Member Sites shall undertake to make best efforts to ensure that no external, unauthorized users, outside of Authorized Users, have access to the Licensed Materials through this License Agreement. 5.2.5 5.2.6 The Licensee agreesand its Member Sites agree, immediately upon becoming aware of any unauthorized use or other breach, to inform the APA, and to take immediate and appropriate steps both to ensure that such activity ceases and to prevent any recurrence. 5.2.6 5.2.7 If the APA identifies any unauthorized use of the Licensed Materials in breach of this License Agreement, the APA, in its sole discretion and without notice, has the right to immediately cause access under this License Agreement for the offending IP address or session to be terminated until the breach is corrected. When possible however, and at the sole discretion of the APA, the APA may communicate with the Licensee prior to terminating access. The APA and the Licensee agree that they will work together to correct the access breach as soon as possible so that access can be restored.

LICENSEE’S UNDERTAKINGS. 5.2.1 The Licensee shall indemnify and hold harmless the APA, its directors, officers, employees, successors and assigns against any and all judgments, settlements, penalties, costs and expenses (including attorneys’ fees) paid or incurred in connection with any claims of damages by any party which result from the Authorized Users’ use of or reliance on the Licensed Materials under this License Agreement, including but not limited to any indirect, special, consequential, or exemplary damages and/or which are attributable to (a) a failure of the hardware or software of Licensee’s computer system or or (b) a third party claim of infringement due to the use or creation of a Course Pack, Courseware, Electronic Reserve Collection or other derivative work created by the Licensee and/or Authorized Users or (c) alterations to the content of the Licensed Materials by the Licensee or Authorized Users not authorized under this License Agreement. 5.2.2 The Licensee represents and warrants that it will use best endeavors to notify its Authorized Users of the terms and conditions of this License Agreement and provide the click-through disclaimer (Schedule B) to Authorized Users and use best efforts to protect the Licensed Materials from unauthorized use or other breach of this License Agreement. 5.2.3 The Licensee shall only provide access to the Licensed Materials on a Secure Network. The Licensee and its Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA a complete set of Licensee’s valid IP addresses to enable the APA to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APA. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA of any changes in the IP addresses. 5.2.4 The Licensee shall undertake to make best efforts to ensure that no external, unauthorized users, outside of Authorized Users, have access to the Licensed Materials through this License Agreement. 5.2.5 The Licensee agrees, immediately upon becoming aware of any unauthorized use or other breach, to inform the APA, and to take immediate and appropriate steps both to ensure that such activity ceases and to prevent any recurrence. 5.2.6 If the APA identifies any unauthorized use of the Licensed Materials in breach of this License Agreement, the APA, in its sole discretion and without notice, has the right to immediately cause access under this License Agreement for the offending IP address or session to be terminated until the breach is corrected. When possible however, and at the sole discretion of the APA, the APA may communicate with the Licensee prior to terminating access. The APA and the Licensee agree that they will work together to correct the access breach as soon as possible so that access can be restored.

LICENSEE’S UNDERTAKINGS. 5.2.1 The Subscriber or Licensee is responsible for the provision of and payment for the computer and telecommunication equipments and services required for access via Internet to the licensed material. The Subscriber or licensee and its Authorized Users are responsible against charges incurred in relation to such equipments, services or customer support. The Subscriber or licensee agrees that the Publisher shall have no liability for the acts or omissions of providers of telecommunication services or computer equipments, power failures or for failures of or faults of their apparatus or service. The Licensee shall indemnify and hold harmless the APA, its directors, officers, employees, successors and assigns against any and all judgments, settlements, penalties, costs and expenses (including attorneys’ fees) paid or incurred in connection with any claims of damages by any party which result from the Authorized Users’ use of or reliance on may load the Licensed Materials under this License Agreement, including but not limited to any indirect, special, consequential, or exemplary damages and/or which are attributable to (a) a failure of on the hardware or software of Licensee’s computer system or (b) a third party claim of infringement due to 's server on the use or creation of a Course Pack, Courseware, Electronic Reserve Collection or other derivative work created by the Licensee and/or Secure Network. Allow its Authorized Users or (c) alterations to the content of have access to the Licensed Materials by from the Server via the Secure Network. Provide single printed or electronic copies of single articles at the request of individual Authorized Users. The Subscriber or Licensee agrees to exercise reasonable precautions in accordance with common subscriber or licensee practices used for other journals, to limit access to online database to its Authorized Users only on Site(s). The Subscriber or licensee agrees to provide and implement security measures to ensure protection of publisher database. The Subscriber or Licensee shall use all reasonable endeavors to ensure that all Authorized Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and of the sanctions, which the Licensee imposes for failing to do so. In this endeavor, the Subscriber or Authorized Users not authorized under this License Agreement. 5.2.2 The Licensee represents and warrants that it will shall use best all reasonable endeavors to notify its Authorized Users of the terms and conditions of this License Agreement and provide the click-through disclaimer (Schedule B) to Authorized Users and use best efforts take steps to protect the Licensed Materials from unauthorized use or other breach of this License Agreement. 5.2.3 License, in regards to unauthorized use. The Subscriber or Licensee shall only provide access use all reasonable endeavors to the Licensed Materials on a Secure Network. The Licensee monitor compliance and its Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA a complete set of Licensee’s valid IP addresses to enable the APA to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APA. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA of any changes in the IP addresses. 5.2.4 The Licensee shall undertake to make best efforts to ensure that no external, unauthorized users, outside of Authorized Users, have access to the Licensed Materials through this License Agreement. 5.2.5 The Licensee agrees, immediately upon becoming aware of any unauthorized use or other breach, to inform the APA, Publisher and to take immediate all reasonable and appropriate steps steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence. 5.2.6 If . The Subscriber or Licensee shall issue ID/passwords or other access information only to Authorized Users and use all reasonable endeavors to ensure that Authorized Users do not divulge their ID/passwords or other access information to any third party. The Subscriber or Licensee shall provide the APA identifies Publisher, within 30 days of the date of this Agreement, with information sufficient to enable the Publisher to provide access to the Licensed Material. Should the Licensee make any unauthorized significant change to such information, it will notify the Publisher not less than thirty (30) days before the change takes effect. The Subscriber or Licensee shall keep full and up-to-date records of all Authorized Users and their access details [IP addresses] and provide the Publisher with details of such additions, deletions or other alterations to such records as are necessary to enable the Publisher to provide Authorized Users with Access to Licensed Materials as contemplated by this License The Subscriber or Licensee shall use all reasonable endeavors to ensure that only Authorized Users are permitted access to the Licensed Materials. The Subscriber or Licensee agrees to indemnify, defend and hold the Publisher harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any claim or legal action taken against the Publisher related to or in any way connected with any use of the Licensed Materials by the Licensee or Authorized Users or any failure by the Licensee to perform its obligations in relation to this License, knowingly assist or condone the continuation of such breach to continue after becoming aware of an actual breach having occurred. The Subscriber or Licensee and/or any end users shall not, by virtue of this agreement or by virtue of its access to the licensed material, obtain any proprietary rights in or to the licensed material except the rights specifically granted to the Licensee herein. The Subscriber or Licensee and/or any end users shall not use or transmit the licensed material except as specifically authorized by this Agreement. The Subscriber or Licensee shall, in consideration for the rights granted under this License, pay the Fee within thirty (30) days of signature of receipt of invoice and, if applicable, within thirty (30) days of receipt of invoice prior to each subsequent Subscription Period and receipt of such payment shall be a condition of this License Agreementcoming into effect. For the avoidance of doubt, the APAFee shall be exclusive of any sales, in its sole discretion and without noticeuse, has the right to immediately cause access under this License Agreement for the offending IP address value added or session to be terminated until the breach is corrected. When possible however, and at the sole discretion of the APA, the APA may communicate with the Licensee prior to terminating access. The APA similar taxes and the Licensee agree that they will work together shall be liable for any such taxes in addition to correct the access breach as soon as possible so that access can be restoredFee.