Common use of PUBLISHER’S UNDERTAKINGS Clause in Contracts

PUBLISHER’S UNDERTAKINGS. The Publisher warrants to the Licensee that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this License. The Publisher shall: make the Licensed Materials available to the Licensee from the Server via the Internet access to which is authenticated by [Internet Protocol Address] [the method] specified in Schedule 1. The Publisher will notify the Licensee [and the Agent] at least [ninety (90)] [sixty (60)] days in advance of any anticipated change of specification in respect of access method, display or any other feature that may affect the manner in which Authorized Users access and make use of the Licensed Materials. [use reasonable endeavours to] make available the electronic copy of each journal issue in the Licensed Materials [not less than {XX}days before the date] [not later than the day] of publication of the printed version. In the event that for technical reasons this is not possible for any particular journal, as a matter of course, such journal shall be identified at the time of licensing, together with such reasons. provide the Licensee within 30 days of the date of this License, with information sufficient to enable the Licensee to access the Licensed Material. [use reasonable endeavours to] ensure that the Server has adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this License. [use reasonable endeavours to] make the Licensed Materials available to the Licensee and to Authorized Users at all times and on a twenty-four hour basis, save for scheduled routine maintenance (which shall be notified to the Licensee [not less than fourteen (14) days in advance] [in advance wherever possible]); use its best endeavours to restore access to the Licensed Materials [within two (2) hours] [as soon as possible] in the event of an unscheduled interruption or suspension of the service; provide adequate and competent technical support and assistance to enable the Licensee to make proper use of the Licensed Materials [, including the provision of Help Desk facilities [{during normal working hours} {between 9.00 am and 5.00 pm in whatever time zone in which access to the Licensed Materials is being made}].

PUBLISHER’S UNDERTAKINGS. The Publisher warrants to the Licensee that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this License. The Publisher shall: make the Licensed Materials available to the Licensee from the Server via the Internet access to which is authenticated by [Internet Protocol Address] [the method] as specified in Schedule 1. The Publisher will notify the Licensee [and the Agent] at least [ninety (90)] [sixty (60)] ) days in advance of any anticipated specification change of specification in respect of access method, display or any other feature that may affect the manner in which Authorized Users access and make use of applicable to the Licensed Materials. [use reasonable endeavours to] make available If the electronic copy of each journal issue in changes render the Licensed Materials [not less than {XX}days before useful in a material respect to the date] [not later than Licensee, the day] Licensee may within thirty days of publication of the printed version. In the event that for technical reasons this is not possible for any particular journal, such notice treat such changes as a matter breach of course, such journal shall be identified at the time of licensing, together with such reasonsthis License under clause 10.1.2 and 10.1.4. provide the Licensee Licensee, within 30 days of the date of this License, with information sufficient to enable the Licensee to access the Licensed Material. [use reasonable endeavours to] to ensure that the Server has adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this License. [use reasonable endeavours to] to make the Licensed Materials available to the Licensee and to Authorized Users at all times and on a twenty-four hour basis, save for scheduled routine maintenance (which shall be notified to the Licensee [not less than fourteen (14) days in advance] [in advance wherever possible]); use its best endeavours , and to restore access to the Licensed Materials [within two (2) hours] [as soon as possible] possible in the event of an unscheduled interruption or suspension of the service; provide adequate and competent technical support and assistance . The Publisher reserves the right at any time to enable withdraw from the Licensed Materials any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. The Publisher shall give written notice to the Licensee of such withdrawal. If the withdrawal represents more than ten per cent (10%) of the Licensed Materials, the Publisher shall refund to make proper use the Licensee that part of the Fee that is in proportion to the amount of material withdrawn and the remaining lifetime, which solely for the purpose of this clause 7.3 is assumed to be 10 years. The Publisher has arrangements with a third party to provide an archive of the Licensed Materials [, including for the provision purposes of Help Desk facilities [{during normal working hours} {between 9.00 am and 5.00 pm in whatever time zone in which access to long term preservation of the Licensed Materials. The archived Licensed Materials will become available to Licensee in the following circumstances: If the Publisher applies for an adjudication in bank­ruptcy ("faillissement") or a suspension of payments ("surseance van betaling");if the Publisher is being made}]declared bankrupt or granted a suspen­sion of payments; if an attachment ("beslag") is made on the Publisher's assets.

PUBLISHER’S UNDERTAKINGS. The Publisher warrants to the Licensee Consortium that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee Consortium and its Members harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee Consortium or any of its Members claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee Consortium or any of its Members has amended the Licensed Materials in any way not permitted by this License. The Publisher shall: make the Licensed Materials available to the Licensee Consortium from the Server via the Internet access to which is authenticated by [Internet Protocol Address] [the methodAthens] [Shibboleth] as specified in Schedule 1. The Publisher will notify the Licensee [and the Agent] Consortium at least [ninety (90)] [sixty (60)] ) days in advance of any anticipated specification change of specification in respect of access method, display or any other feature that may affect the manner in which Authorized Users access and make use of applicable to the Licensed Materials. [If the changes render the Licensed Materials less useful in a material respect to the Consortium, the Consortium may within thirty days of such notice treat such changes as a breach of this License under clause 10.1.2 and 10.4. use reasonable endeavours to] to make available the electronic copy of each journal issue in the Licensed Materials [not less than {XX}days before the date] [not later than the day] of publication of the printed version. In the event that for technical reasons this is not possible for any particular journal, as a matter of course, such journal shall be identified at the time of licensing, together with such reasons. provide the Licensee Consortium, within 30 days of the date of this License, with information sufficient to enable the Licensee Consortium to access the Licensed Material. [use reasonable endeavours to] to ensure that the Server has adequate capacity and bandwidth to support the usage of the Licensee Consortium at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this License. [use reasonable endeavours to] to make the Licensed Materials available to the Licensee Consortium and to Authorized Users at all times and on a twenty-four hour basis, save for scheduled routine maintenance (which shall be notified to the Licensee [not less than fourteen (14) days in advance] [Consortium in advance wherever possible]); use its best endeavours , and to restore access to the Licensed Materials [within two (2) hours] [as soon as possible] possible in the event of an unscheduled interruption or suspension of the service; provide adequate and competent technical support and assistance to enable the Licensee to make proper use of . [Where the Licensed Materials [shall not be available to the Licensee for more than thirty (30) consecutive days, including the provision Publisher shall refund to the Licensee a proportion of Help Desk facilities [{during normal working hours} {between 9.00 am and 5.00 pm in whatever the Fee prorated to the period of such unavailability within the Subscription Period to which the Fee relates.] The Publisher reserves the right at any time zone in which access to withdraw from the Licensed Materials any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. The Publisher shall give written notice to the Consortium of such withdrawal. If the withdrawal [represents more than ten per cent (10%) of the book, journal or other publication in which it appeared, the Publisher shall refund to the Consortium that part of the Fee that is in proportion to the amount of material withdrawn and the remaining un-expired portion of the Subscription Period.][results in the Licensed Materials being made}no longer useful to the Consortium, the Consortium may within thirty days of such notice treat such changes as a breach of this License under clause 10.1.2 and 10.4].

PUBLISHER’S UNDERTAKINGS. The Publisher warrants to the Licensee that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this License. The Publisher shall: make the Licensed Materials available to the Licensee from the Server via the Internet access to which is authenticated by [Internet Protocol Address] [the Athens] [Shibboleth] [other method] as specified in Schedule 1. The Publisher will notify the Licensee [and the Agent] at least [ninety (90)] [sixty (60)] ) days in advance of any anticipated specification change of specification in respect of access method, display or any other feature that may affect the manner in which Authorized Users access and make use of applicable to the Licensed Materials. [use reasonable endeavours to] make available If the electronic copy of each journal issue in changes render the Licensed Materials [not less than {XX}days before useful in a material respect to the date] [not later than Licensee, the day] Licensee may within thirty days of publication of the printed version. In the event that for technical reasons this is not possible for any particular journal, such notice treat such changes as a matter breach of course, such journal shall be identified at the time of licensing, together with such reasonsthis License under clause 10.1.2 and 10.4. provide the Licensee Licensee, within 30 days of the date of this License, with information sufficient to enable the Licensee to access the Licensed Material. [use reasonable endeavours to] to ensure that the Server has adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this License. [use reasonable endeavours to] to make the Licensed Materials available to the Licensee and to Authorized Users at all times and on a twenty-four hour basis, save for scheduled routine maintenance (which shall be notified to the Licensee [not less than fourteen (14) days in advance] [in advance wherever possible]); use its best endeavours , and to restore access to the Licensed Materials [within two (2) hours] [as soon as possible] possible in the event of an unscheduled interruption or suspension of the service; provide adequate and competent technical support and assistance . [Where the Licensed Materials shall not be available to enable the Licensee for more than thirty (30) consecutive days, the Publisher shall refund to make proper use the Licensee a proportion of the Fee prorated to the period of such unavailability within the Subscription Period to which the Fee relates.] The Publisher reserves the right at any time to withdraw from the Licensed Materials any book title, item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. The Publisher shall give written notice to the Licensee of such withdrawal. If the withdrawal [represents more than ten per cent (10%) of the Licensed Materials Material, the Publisher shall refund to the Licensee that part of the Fee that is in proportion to the amount of material withdrawn and the remaining un-expired portion of the Subscription Period.] [, including the provision of Help Desk facilities [{during normal working hours} {between 9.00 am and 5.00 pm results in whatever time zone in which access to the Licensed Materials is being made}no longer useful to the Licensee, the Licensee may within thirty days of such notice treat such changes as a breach of this License under clause 10.1.2 and 10.4].