EXHIBIT 10.1
ELECTRONIC JOURNAL SOFT XXXX DEVELOPMENT,
HOSTING AND MANAGEMENT AGREEMENT
This AGREEMENT is made the 20 March day of 1998
BETWEEN
1. HealthGate Data Corp., a Delaware corporation ("HealthGate"), having an
address at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000, XXX
AND
2. Xxxxxxxxx Science Limited a company registered in England
("Xxxxxxxxx"), whose registered office is Xxxxx Xxxx, Oxford OX2 OEL,
England, and Munksgaard A/S, a company registered in Denmark
("Munksgaard"), having an address at 00 Xxxxx Xxxxxx, Xxxxxxxxxx XX-0000,
Xxxxxxx (together, Xxxxxxxxx and Munksgaard shall be referred to as "the
Publishers")
WHEREAS:
X. Xxxxxxxxx and Munksgaard, among other business activities, publish
journals;
B. HealthGate, among other business activities, creates, compiles and
distributes health and biomedical information through the Internet;
C. The Publishers desire to retain HealthGate to provide electronic
journal management services, including development of an on-line web site
for its journals, and other mutually agreed publications.
D. HealthGate will provide the Services.
E. HealthGate shall license to the Publishers the Proprietary Software and
provide appropriate operational documentation if the Publishers decide to
manage their own service from 28 February 2000.
NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:
1. Definitions
In this Agreement, the following words and expressions shall have the
following meanings:
"Acceptance" or "Accepted" Means acceptance of any part or the whole of the
System by the Publishers when the System
has successfully passed the acceptance
tests in accordance with Clause 9 below
but for the avoidance of doubt does not
refer to the continuing Services after the
Site goes live
"Agreement" means this document and its Schedules and any
documents expressly incorporated herein by
reference and shall include any amendments
subsequently agreed.
"Content" means up to 200 Journals and any other material
related to the Journals which the
Publishers include in printed or
electronic form, or any part thereof
the "Development Timetable" means the timetable upon which the Development
Work is proposed to take place which is in
the implementation plan
the "Development Work" means the development work required to produce
the System (but excluding the ongoing
services after the Site goes live) based
upon the Specification and technical
documentation sufficient for the system to
be developed and extended including but
not limited to any deviations from the
original specification agreed to be
necessary during the development.
"Escrow Agreement" means the agreement(s) between the Publishers,
the escrow agent and HealthGate the terms
of which are specified in the Fourth
Schedule
the "Hardware" means the equipment and hardware referred to in
Clause 8, as upgraded from time to time,
and including extra hardware as a
contingency.
"Journal" means a Journal which the Publishers intend to
include on the Site
the "Licence" means the Licence granted in Clause 10
the "Proprietary Software" means HealthGate's own software which has been
or will be developed
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the "Services" the services to be performed by HealthGate to be
set out in the Specification, to include
but not limited to (i) any ongoing work in
the design and development of the Site;
(ii) mounting the Content on HealthGate's
Hardware; (iii) hosting and making the
Content and portions thereof accessible in
an online interactive mode for searching,
access, review, displaying in a web
browser or on computer terminals,
downloading, and printing on paper and;
(iv) providing access to Publishers'
subscribers and other third parties to the
Site through telecommunications access via
the Internet.
the "Site" means the world wide web site to be prepared for
the Publishers comprising all pages
including graphics, audio-visual effects,
software and all the material in
compliance with the Specification and all
parts of the System used for the Site
the "Software" means the Proprietary Software and the Third
Party Software including any source code
and operator manuals relating thereto, to
be developed or used and/or licensed by
HealthGate in accordance with this
Agreement
the "Specification" means the detailed user scenarios and
implementation plan prepared by HealthGate
and approved by the Publishers and annexed
in the First Schedule
the "System" means the system comprising the hardware,
software, services and peripherals
specified in the Specification and
including the Software all as the same is
to be supplied by HealthGate to suit the
Publishers' requirements
"System Completion Date" means 14 December 1998
"Third Party Software" means all software to be included in the System
owned by a third party, which shall be
licensed for use and/or distribution by
HealthGate as part of the System, and by
the Publishers and/or third parties if the
Services cease to be provided by
HealthGate.
"Use Fees" are the fees as set out in clause 19.4
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2. Appointment of HealthGate
The Publishers hereby appoint HealthGate and HealthGate hereby accepts
such appointment upon the terms and subject to the conditions of this
Agreement:
2.1. to carry out the Development Work within the Development Timetable;
2.2. to provide the Services for the period in Clause 3; and
2.3. to hand over the System as provided in Clauses 10, 18, 33 and the
other provisions of this Agreement.
The Publishers grant HealthGate an exclusive right to carry out the
Services, with the exception that the Publishers shall honour current
contracts with third parties and Publisher may publish and licence content
themselves as long as it does not materially reduce HealthGate's revenue.
For the purpose of determining HealthGate's revenue, Use Fees and Article
Fees shall not be taken into account.
3. Duration
3.1. This Agreement shall commence on 1 January 1998. The initial term of
the Services, unless terminated as set out herein, shall continue up
to and including 28 February 2000 ("the Initial Term").
3.2. Right of Renewal
The Publishers shall have the right to renew the term of the
Services as provided in this Agreement.
4. Development and Specification
4.1. HealthGate shall carry out the Development Work in accordance with
the Development Timetable and in accordance with the Specification
by the System Completion Date.
4.2. HealthGate hereby assign all present and future copyright in the
Xxxxxxxxx Specification to the Publishers.
4.3. Publishers grant to HealthGate a perpetual, royalty-free licence to
use the Specification.
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5. Milestones and Deliverables
5.1. If HealthGate fails to complete the System development by the System
Completion Date, unless such failure results from the Publishers'
default in performing its obligations under this Agreement or from
an extension of time agreed in writing, the Publishers may in their
discretion notify HealthGate accordingly, and if such failure is not
remedied within 28 calendar days, HealthGate, recognising the loss
caused to the Publishers, will on demand from the Publishers pay to
the Publishers a sum calculated at the rate of 1% of the value of
the contract in respect of every 28 days which elapse from the
System Completion Date to the actual date of completion of the
System. Such sums of money will be paid by HealthGate to the
Publishers not as a penalty but as and for the ascertained and
liquidated damages owing and payable by HealthGate to the Publishers
by reason of such failure to meet the System Completion Date.
5.2. If HealthGate fails to complete the System by the end of the tenth
week after the System Completion Date then the Publishers (unless
such failure demonstrably results from the Publishers' default in
the performance of its obligations under this Agreement) will be
entitled without prejudice to any other rights or remedies they may
have under this Agreement or at law or in equity to terminate this
Agreement immediately by written notice.
5.3. If any delay in meeting the System Completion Date is in any way due
to the Publishers' fault, HealthGate will nevertheless, if the
Publishers so requests, continue with the work on the Project with a
view to completing it as soon as reasonably possible in the
circumstances, and the Development Timetable will be adjusted
accordingly.
6. Project Management
6.1. HealthGate and the Publishers shall each designate the name,
address, telephone number, fax number, and e-mail address of a
Project Manager and a Deputy Project Manager. The Project Managers
shall be responsible for arranging all meetings, visits, and
consultations between the parties, and for the transmission and
receipt of technical information between the parties. The parties'
initial Project Manager and Deputy Project Manager is set forth on
the Third Schedule hereto.
6.2. If HealthGate has reason to believe that any estimate of any time is
likely to be exceeded or that it is likely that the Development
Timetable will not be complied with, HealthGate will immediately
inform the Publishers' Project Manager by written notice.
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7. Content
The Publishers, at their cost and expense, shall make available the
Content in loadable electronic format to HealthGate as specified in the
Specification. HealthGate shall remotely load the Content into a staging
area.
8. Procurement of Hardware
HealthGate shall maintain the Site on HealthGate's web server and/or other
servers through the term of this Agreement insofar as it relates to the
Services. HealthGate shall acquire and maintain all necessary equipment
and hardware (collectively the "Hardware") for Site. The Hardware shall be
capable of storing the Content, including future issues of the Journals
within the Content. HealthGate shall replace and upgrade such Hardware to
satisfy the requirements of the Specification. The Hardware for the Site
shall include redundancy so that the Site may remain operational despite
an equipment failure. The Hardware shall be located at HealthGate's
computer facilities in Malden, Massachusetts. The Hardware may be
relocated only with Publishers' written consent, which consent shall not
be unreasonably withheld. HealthGate, at its cost and expense, shall
maintain adequate access via telecommunications to the Site at service
levels that shall be maintained at the same extent as HealthGate provides
to its own users.
9. Testing, Acceptance and Delivery
9.1. Upon completion of the Development Work HealthGate and the
Publishers shall run acceptance tests to assure compliance with the
Specification. Load testing will be conducted at HealthGate. Such
period of acceptance testing shall not exceed 2 weeks from date of
delivery for testing.
9.2. Upon passing the acceptance tests, the System shall be deemed
Accepted
9.3. Upon Acceptance as provided in Clause 9.2 HealthGate shall deliver
into escrow the source code, source listings and information for the
Proprietary Software included in the System in accordance with the
terms of the Escrow Agreement.
9.4. In the event that the system fails to pass any of the prescribed
acceptance tests or fails to satisfy the Publishers' requirements,
the Publishers shall afford HealthGate the opportunity of
rectifying, replacing and retesting the System. In the event that
the System or any part thereof again fails to be accepted, such
acceptance shall not be unreasonably withheld, or to satisfy the
Publishers' requirements of which the Publishers shall be the sole
judge, the Publishers shall (as time is of the essence of this
Agreement) be entitled, in addition to any other rights it may have
under this Agreement or in law, to have HealthGate remove the
Content from the System (in whole or in part as the Publishers so
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instructs) and HealthGate shall be liable to refund forthwith any
moneys paid by the Publishers for such rejected System or part
thereof. Notwithstanding the foregoing, upon acceptance of System
launch, as noted in Clause 19.2.4, HealthGate shall be entitled to
retain all monies paid by Publishers to this point.
In such circumstances HealthGate shall be entitled to retain the
first $250,000 paid by the Publishers to develop the Specification.
10. Licence
10.1. Proprietary Software
HealthGate hereby grants to the Publishers a non-exclusive
non-transferable licence to use the Proprietary Software for the
purposes of this Agreement
Save in relation to the Publishers' logos, trademarks, and content,
HealthGate may use and/or licence the Proprietary Software for
itself or for others without any compensation or liability to the
Publishers.
All Proprietary Software and Source Code remain the property of
HealthGate. Publishers may not use either Proprietary Software or
Source Code held in escrow to develop a product that competes with
those services offered by HealthGate. HealthGate, in its sole
discretion, retains the right to determine if Publishers are
utilizing either the Proprietary Software or Source Code in
violation of this Agreement.
10.2. Option for Licence
10.2.1. On termination of the provision of the Services by
HealthGate to the Publishers for whatever reason, HealthGate
shall at the Publishers' option:
(i) grant to the Publishers a non-exclusive
non-transferable licence to use the Proprietary Software for
the purposes of using, developing, enhancing and maintaining
the Site and carrying out any or all of the activities
previously carried out by HealthGate or on its behalf under
this Agreement
(ii) exercise best endeavours to grant to the
Publishers a non-exclusive non-transferable licence to use
the Third Party Software for the Site when and to the extent
requested by the Publishers.
10.2.2. The annual fee for the licence in Clause 10.2.1 for the
Software, to include the Proprietary Software and the Third
Party Software, shall be $150,000 per annum, including
standard upgrades and maintenance, provided that if
HealthGate is not able to grant a licence of the Third Party
Software, then the Publishers shall be at liberty to licence
the Third Party Software from its owners and/or licensors
direct, and/or to
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license alternative software, and shall deduct the fees for
such licences from the $150,000 per annum for the Software.
10.2.3. The Publishers shall have the right to terminate the licence
referred to in Clause 10.2.1 by giving three months' notice
in writing to HealthGate.
11. Hosting
HealthGate will host the Site in accordance with the Specification for the
period for the Services in Clause 3.
12. Service Levels
12.1. HealthGate will provide the Services and shall meet the Service
Levels including but not limited to:
12.1.1. dealing promptly with queries or problems relating to the
use or performance of the Software and correcting or
procuring the correction of all material program errors;
12.1.2. identifying the location of any fault on the System,
ensuring the continuing satisfactory operation of the
System, taking all appropriate actions to ensure that the
System maintains its full functionality;
12.1.3. providing or procuring minor enhancements to the Software
including but not limited to updating data and formulae to
ensure that any changes in tax or other statutory
regulations or law are incorporated into the Software.
12.2. The Service Levels will be subject to review at any time by
agreement between the Project Managers and in any event will be
formally reviewed every 12 months during the term of this Agreement.
12.3. HealthGate will provide usage statistics relating to the Services as
described in the specification on a monthly basis, or such other
reasonable intervals as may be mutually agreed upon by the parties
from time to time.
12.4. HealthGate will perform the Services and meet the Specifications and
Service Levels set forth and referred to in this Agreement. In all
cases where HealthGate has not committed to a specific performance
standard, HealthGate will use reasonable care in providing the
Services.
13. Permitted Users, Pricing and Subscription Information
13.1. The Publishers shall have sole authority concerning determining
access to the Site. Except for the fees payable to HealthGate
described in Clause 14 hereof (document delivery), the Publishers
shall retain the sole and exclusive right to determine the prices
and fees payable and other terms and conditions applicable
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to the Publishers' subscribers and other third party users for
access to the Publishers' Content on the Site. The Site shall be
designed to permit automated loading and maintenance of subscription
data from the Publishers' fulfilment systems. The Specification
details the procedures for loading such subscription information
(including both bulk entry and single entry information) and timing
for access to the Site for users included on such updated
subscription data.
13.2. The Publishers grant to HealthGate a royalty-free licence for the
purpose of testing, demonstrating, and evaluating the Site.
13.3. For the avoidance of doubt the Publishers shall have the right to
permit third party intermediaries, (including but not limited to
Ovid, OCLC, Swets, X X Xxxxxxxxx, Munksgaard Direct and Xxxxxx) to
access the Site and to authorize access to users in terms within the
Publishers' sole discretion. The Use Fees as set out in Schedule 2
shall apply.
14. Document Delivery: Fees from Sales of Articles
14.1. The Site will include functions to facilitate the sale of individual
articles from the Journals and other items at the sole discretion of
the Publishers to non-subscribers and other third party users.
14.2. In relation to sales the Publishers make direct, the Publishers
shall establish copyright and other fees for such sales ("Article
Fees"). HealthGate shall collect the Article Fees established by
Publishers plus a service fee to be determined by HealthGate but in
any event the service fee may not exceed 30% of the Article Fee for
the particular article, or $US 4, whichever is the higher. Within 60
days of the end of each calendar month, HealthGate shall forward to
Publishers the net Article Fees actually collected (exclusive of
HealthGate's service fee).
14.3. The Publishers may also permit third party intermediaries to sell
individual articles and other items, on terms to be agreed between
the Publishers and such third party intermediaries. Neither the
Publishers nor the third party intermediaries shall be required to
pay a service fee or any other additional fee for this service, nor
shall HealthGate be permitted to collect a service fee, its
remuneration being as provided in Clause 19 and in Schedule 2 (Use
Fees).
15. Improvements
HealthGate shall replace and upgrade the Software to satisfy the
requirements of the Specification at no extra cost to the Publishers.
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16. Links
The Site shall support and include in-bound links, as may be mutually
agreed upon, to the Publishers' Content (including citations and
references within articles), from bibliographic databases, including
HealthGate, PubMed, ISI's Web of Science, and other sites, and as required
by the Publishers from time to time. HealthGate shall not be responsible
for setting up links from sites which it does not host. The Site shall
also support links with on-line content of other publishers, using
Document Object Identifier (DOI) and other standards, which may be
mutually agreed upon from time to time.
17. Right of Renewal
17.1 The Publishers shall have the right to renew the term of the
Services by notice in writing to HealthGate to be given on or before
30 September 1999. If the Publishers exercise their right to renew,
the term of the Services shall be extended by one further year, up
to and including 28 February 2001. The Use Fees shall remain the
same as in the Initial Period and the fee for the Services shall not
exceed $7000 for additional journals, $2000 maintenance fee on
existing journals and $2000 per Gigabyte.
17.2 If the Publishers exercise their right of renewal under Clause 17.1,
then the Publishers shall have a further right of renewal for each
of the subsequent three years, provided that the right to renew
shall be conditional upon the Publishers having exercised their
right in the previous year, and giving notice on or before the 30
September before the renewal is to take effect.
18. Assistance upon Termination
On termination of the provision of the Services by HealthGate to the
Publishers for any reason:
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18.1. HealthGate will liaise with the Publishers, making available for
such purposes such HealthGate liaison staff as the Publishers may
reasonably require, and acting in all good faith, to ensure a
mutually satisfactory license to the Publishers or, at the
Publishers' option, to a replacement contractor. The period of
liaison will commence as soon as notice has been given of
termination of this Agreement, and will continue for a maximum
period of 3 months after termination;
18.2. HealthGate agrees that at the time of termination of this Agreement,
it will render all assistance, provide all documentation and
undertake all actions to the extent necessary to effect an orderly
assumption of the Services by the Publishers or, at the Publishers'
option, by a replacement contractor;
18.3. If the Publishers so require, HealthGate will use its best
endeavours to procure the transfer at the Publishers' expense, to
the Publishers or to a third party nominated by the Publishers at
the Publishers' sole discretion, of any Third Party Software
licences HealthGate may have obtained in its own name in order to
provide the Services and used for that purpose exclusively; and
18.4. HealthGate will be obliged to satisfy the Publishers that it has
erased the Publishers Content and all copies, and that it has no
ability to reproduce the Publishers Content in any way.
The rights of the Publishers in this Clause 18 are in addition to
the rights in Clause 33.
19. Cost and Payment, Change Control Formula
19.1. The total price payable by the Publishers is set out in Clause 19.2
and the Use Fees in Clause 19.4, subject to the terms and conditions
in this Agreement, this price being a fixed price.
19.2. Subject to HealthGate performing its obligations hereunder,
HealthGate shall invoice the Publishers for payment as follows:
19.2.1. On 30 January 1998
$100,000
19.2.2. On 06 February 1998
$150,000
19.2.3. On acceptance of
Specification,
$150,000 or 27
February 1998
whichever is later
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19.2.4. On acceptance of
System launch
$150,000
19.2.5. On system completion
date $150,000
19.2.6. On 1 January 1999
$175,000
19.2.7. On 1 April 1999
$175,000
19.2.8. On 1 July 1999
$175,000
19.2.9. On 1 September 1999
$175,000
PROVIDED ALWAYS THAT if the Agreement is terminated in accordance with
Clause 9.4 then the financial provisions of that Clause will apply in
place of this Clause 19.
19.3. Invoices are payable within 60 days of receipt, with the exception
of payments due under Clause 19.2, which shall be payable on the due
date or on acceptance of the work, which ever is the later.
19.4. Use Fees
The Publishers shall make payments to HealthGate based upon "Use" of
the Content as set forth on the Second Schedule. For the purposes of
this Agreement, "Use" shall mean a retrieval or download by a
Publishers' subscriber of the full-text of an article. There shall
not be any additional use fees or charges for users' browsing of
table of contents or abstracts. Use Fees shall be billed by
HealthGate monthly and all payments are due by cheque by the end of
the following month after the date of the invoice.
19.5. Interest
Interest on late payment by either party shall be charged at 2%
above base rate for the time being of Barclays Bank plc in England.
This sub-Clause 19.5 shall survive termination under Clause 9.4.
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20. Advertising
20.1. The Site shall be designed to include space for advertising. All
specifications concerning advertising space shall be mutually agreed
upon from time to time and detailed in the Specification. The rate
structure for advertising shall be mutually agreed upon.
20.2. All advertising is subject to review and approval by the Publishers
and the Publishers reserve the right to refuse any proposed
advertisements. Revenues from advertisers utilizing the advertising
space shall be allocated between HealthGate and the Publishers. Each
party shall receive 30% of all advertising sales for advertising
sales originated by the other party (provided, in the event that
advertising is sold at rates less than fair market rates such 30%
figure shall be equitably increased to reflect the fair market value
of the advertising. Said fair market rates shall be determined by
mutual agreement of both parties). No deduction shall be made for
commissions payable to sales representatives or employees of any
party.
20.3. Within 60 days of the end of each calendar month, the parties shall
report to each other concerning revenues collected on advertising
sales and make appropriate payments to the other party for the
previous month's collections based on the foregoing formula.
20.4. In the event that any claim is made against either party in respect
of any advertisement. The expenses of dealing with any claim shall
be paid for in the same proportion as at Clause 20.2.
21. Support and Enhancement
HealthGate shall establish a telephone line for the purpose of providing
support to users of the Site, which support shall be free of charge to
such users. Such telephone line shall be answered pursuant to HealthGate's
standard protocol and shall be operational 5:00 A.M. to 10:00 P.M., US
Eastern Time, and be supported by voice mail at other times. Such
telephone line shall be operated at all times by one HealthGate employee.
HealthGate shall ensure that the employee is suitably qualified and
experienced for the purpose. If the parties determine that more than one
employee is necessary to handle all inquiries in a reasonably prompt,
professional and efficient manner, Publishers at their cost and expense
may request HealthGate to dedicate additional employees for such purpose.
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The Site shall include an e-mail function directly to HealthGate. All
e-mails received by HealthGate shall be answered within one business day.
The Site shall include a Frequently Asked Questions (FAQ) area and
detailed help screens as determined in the Specification. Both parties
agree to work together, through their duly appointed Project Managers, to
develop the FAQ area and the help screens.
22. HealthGate Responsibilities
22.1. HealthGate undertakes that in performing the Services it will use
commercially reasonable endeavours to comply with the Service Levels
including but not limited to System availability, specifications,
standards, functions and performance requirements.
22.2. HealthGate will provide all assistance that the Publishers may
reasonably require in accordance with this Agreement for the purpose
of evaluating Service Levels from time to time and resolving
operational problems in connection with the Services. All such
requests must come from either the Publishers Project Manager or
Deputy Project Manager.
22.3. HealthGate warrants that it owns or is authorised to use the
Computer Equipment for the purposes of supplying the Services.
22.4. Viruses
Each Party shall use its best efforts to ensure that no viruses,
worms or similar items ("Viruses") are introduced into any Software
System used under this Agreement. If a Virus is found in any such
Software System, HealthGate shall, promptly upon the discovery
thereof, use its best efforts to eliminate such Virus and
ameliorate the effect thereof. If such Virus causes a loss of
operational efficiency or data, HealthGate shall mitigate and
restore such loss as quickly as feasible.
22.5. Disabling Code
Save with the written consent of the Publishers, the Software and
System shall not include, nor shall HealthGate introduce into any
Software and/or the System, any code whose purpose is to disable or
reduce the efficiency of all or any portion of the Services.
23. Access to HealthGate
23.1. During the Term of this Agreement, HealthGate shall accommodate one
employee or representative of Publishers at HealthGate's office for
the purpose of reviewing and understanding the operation of the
Site. HealthGate and Publishers shall coordinate the schedule of
such employee so that he or she
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does not unduly interfere with HealthGate's operation of the Site or
HealthGate's other operations. The Publishers anticipate that such
employee will be at HealthGate's offices approximately 30 days per
year.
23.2. Audit Rights
23.2.1. The Publishers and/or their respective independent auditors,
at no expense to HealthGate, and upon twenty (20) Business
Days' written notice to HealthGate, shall have the right to
conduct an operational audit pertaining to the fees and the
Services rendered pursuant to this Agreement, including but
not limited to having HealthGate process through any system
test data supplied by the Publishers and/or their respective
auditors, operate audit software on any system or download
Publishers' Content and/or usage statistics to a computer
designated by the Publishers, and/or their respective
auditors. The operational audit will verify that HealthGate
is exercising reasonable data processing operational
procedures in its performance of the Services and confirm
that HealthGate is performing and observing its obligations
hereunder.
23.2.2. HealthGate shall make available for the Publishers and/or
the Publishers' auditors inspection all records relating to
the fees and to the Services provided pursuant to this
Agreement.
23.3. Regulatory Access (Eg HEFCE)
HealthGate and the Publishers acknowledge and agree that the
performance of the Services under this Agreement may be subject to
regulation and examination by the Publishers' regulatory agencies
and/or government and/or customer's contractors. The parties agree
that the records maintained and produced under this Agreement shall
at all times be available for examination and audit by governmental
agencies and/or governmental and/or customer's contractors having
rights in relation to and/or jurisdiction over the business of the
Publishers. Each party to this Agreement shall notify the other
party promptly of any formal request by an authorized agency or
contractor to examine records regarding the Publishers that are
maintained by HealthGate. Upon request, HealthGate shall provide any
relevant assurances to such agencies and shall subject itself to any
required examination or regulation. The Publishers shall reimburse
HealthGate for reasonable costs actually incurred due to any such
examination or regulation that is performed solely for the purpose
of examining data processing services performed by HealthGate for
the benefit of and at the request of the Publishers.
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24. Security and Disaster Recovery
24.1. HealthGate will ensure that all documents, data and Software are
kept under secure conditions with back up arrangements satisfactory
to the Publishers, to protect them effectively from unauthorised
access and so that they can be recovered from any malfunction of the
System.
24.2. Should the Publishers' Content and/or data be lost or destroyed,
HealthGate will be responsible for its prompt reconstruction as
quickly as possible with high priority allocation of time and
resources, having regard to the back-up frequency agreed with the
Publishers in the Specification.
24.3. HealthGate will not without the written consent of the Publishers
disclose any of the Publishers' data or Publishers' Content to any
third party.
24.4. HealthGate will take all reasonable precautions to minimise the
impact of any disaster relating to the Services.
24.5. Security for Facilities
HealthGate will perform all required security procedures at any
place where Services are performed by HealthGate. All personnel of
HealthGate will comply with the agreed security procedures with
respect to access to any facility, data and data files.
24.6. The Publishers and/or their auditors, at no expense to HealthGate,
and upon twenty (20)Business Days' written notice to HealthGate,
shall have the right to conduct a system backup and disaster
recovery audit with regard to the Services provided pursuant to this
Agreement. The system disaster and recovery audit will verify that
HealthGate is exercising reasonable procedures in the performance of
its system backup and disaster recovery obligations hereunder.
HealthGate shall allow the Publishers and/or their auditors access
to any site used by HealthGate as a backup facility, if HealthGate
can secure the rights for the Publishers and/or their auditors to
enter the backup facility.
24.7. Disaster Recovery
HealthGate shall maintain and continue to maintain throughout the
term of this Agreement, an off-site disaster recovery capability.
HealthGate shall present to the Publishers a disaster recovery plan
prior to the System Completion Date. HealthGate shall monitor each
such disaster recovery plan and keep it current.
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24.8. HealthGate shall use its best efforts to recover from a disaster and
to continue providing Services to the Publishers within a
commercially reasonable period. An executive summary of each such
disaster recovery plan, which may change from time to time, shall be
provided to the Publishers at no charge. HealthGate shall test each
disaster recovery plan annually and shall provide the Publishers
with a summary of its test results.
25. Third Party Software
25.1. HealthGate warrants that any Third Party Software is validly
licensed for running by HealthGate at the Site and for all the uses
permitted under this Agreement in fulfillment of the services for
the term of the Agreement and that it is authorised to grant the
rights to the Third Party Software licensed under this Agreement for
use on the Site.
25.2. HealthGate will fully indemnify the Publishers in respect of all
damages, costs and expenses incurred by the Publishers resulting
from any act or default of HealthGate in respect of the Third Party
Software.
26. Intellectual Property Rights
26.1. The copyright and any and all other intellectual property in any
report, financial specification documentation and information, and
usage statistics on whatever media, prepared or to be created by
HealthGate pursuant to this Agreement shall be the property of the
Publishers notwithstanding termination hereof unless otherwise
expressly agreed in writing by the Publishers. HealthGate hereby
assigns all right, title and interest in and to the same to the
Publishers.
26.2. Publishers' Content and Data
The parties hereto acknowledge and agree that the Publishers and/or
their licensors own and will continue to own all right, title and
interest in and to Publishers' Journals and other data, including
but not limited to usage statistics for the Services ("Publishers'
Data"). Upon the termination of this Agreement for any reason or,
with respect to any Publishers' Data, on such earlier date as the
Publishers shall determine that any of the same will no longer be
required by HealthGate in order to render Services to the
Publishers, Publishers' Data will be either erased from the data
files maintained by HealthGate. or if the Publishers so elect,
returned to the Publishers by HealthGate. The Publishers' Data may
not be utilized by HealthGate for any purpose except to provide
Services to the Publishers, nor may Publishers' Data or any part
thereof be disclosed, sold, assigned, leased or otherwise disposed
of to third parties by HealthGate or commercially exploited by or on
behalf of HealthGate, or any of its employees or agents.
17
27. Warranty
HealthGate's warranty
27.1. HealthGate warrants to the Publishers that the Software on delivery
to the Publishers will conform substantially with the Specification.
27.2. HealthGate undertakes to correct by patch or new release (at its
option) that part of the Software which does not so comply PROVIDED
THAT such noncompliance has not been caused by any modification,
variation or addition to the Software not performed by HealthGate
27.3. Millennium Compliance
HealthGate warrants that (a) the occurrence in or use by the System
of dates on or after January 1, 2000 ("Millennial Dates") will not
adversely affect its performance at any level with respect to
date-dependent data, computation, output or other functions; and (b)
the System will create, store, receive, process and output
information related to or including Millennial Dates without error
or omissions.
Publisher's warranty
27.4. Each Publisher hereby represents and warrants that: (i) it has, and
will have throughout the term of this Agreement, all right, title
and interest in and to the Content, except for items that are in the
public domain or that are obtained under valid licenses, (ii) the
Publishers Content do not and will not infringe any tradename,
trademark or copyright, and (iii) there are not material suits,
claims or proceedings currently pending or threatened against any
Publisher based upon the Content and that Publishers will promptly
advise HealthGate of the pendency or threat of any such suits,
claims or proceedings relating to the Content or the Site arising
during the term of this Agreement.
27.5. HealthGate shall be solely responsible for the compliance by its
personnel with all laws and regulations of any pertinent countries
relating to data protection and privacy and/or transborder data
flow.
18
28. Indemnities and Liability, Limitation of Liability
28.1. Indemnities and Liability
(a) Cross Indemnity - HealthGate and the Publishers each agree to
indemnify, defend and hold harmless the other from any and all
claims, actions, losses, damages, liabilities, costs and expenses,
including reasonable attorneys' fees and expenses, arising out of or
relating to the death or bodily injury of any agent, employee,
customer, business invitee or business visitor of the indemnitor, or
arising out of or relating to loss of or damage to tangible real or
tangible personal property, to the extent that such claim, action,
liability, loss, damage, cost or expense was proximately caused by
the indemnifying party's tortious act or omission, or by those of
its agents or employees.
(b) Patent Indemnity - HealthGate and the Publishers each agree to
indemnify, defend and hold harmless the other from any and all
claims, actions, damages, liabilities, costs and expenses, including
reasonable attorneys' fees and expenses, arising out of any claims
of infringement of any patent, or a trade secret, or any copyright,
trademark, service xxxx, trade name or similar proprietary rights
conferred by contract or by common law or by any law of any
applicable jurisdiction alleged to have occurred because of the
system including but not limited to hardware, software, and data
provided by the indemnitor under this Agreement.
(c) Indemnification Procedures - With respect to third-party claims
subject to the indemnities set forth in this Clause 28, the
indemnitee shall notify the indemnitor promptly of any matters in
respect of which the foregoing indemnity may apply and of which the
indemnitee has knowledge and shall give the indemnitor full
opportunity to control the response thereto and the defense thereof;
including, without limitation, any agreement relating to the
settlement thereof; provided that the indemnitee shall have the
right to approve any settlement or any decision not to defend. The
indemnitee's failure to promptly give notice shall affect the
indemnitor's obligation to indemnify the indemnitee only to the
extent that the indemnitor's rights are materially prejudiced
thereby. The indemnitee may participate, at its own expense, in any
defense and any settlement directly or through counsel of its
choice. If the indemnitor elects not to defend, the indemnitee shall
have the right to defend or settle the claim as it may deem
appropriate, at the cost and expense of the indemnitor, which shall
promptly reimburse the indemnitee for all such costs, expenses and
settlements amounts.
19
28.2. Limitations of Liability--Except in respect of personal injury or
death caused by the negligence of either party (for which by law no
limit applies), in the event either party shall be liable to the
other party on account of the performance or nonperformance of its
respective obligations under this Agreement, whether arising by
negligence, wilful misconduct or otherwise, the amount recoverable
by the other party for all events, acts or omissions shall not
exceed, in the aggregate, an amount equal to payments made under
this Agreement.
29. Source Code and Escrow
29.1. HealthGate and the Publishers shall enter and maintain in force the
Escrow Agreement for such period as the Publishers require.
29.2. Whenever a new version of the Proprietary Software is used for the
Site, HealthGate will promptly deposit a new version of the source
code and the operational documentation for that version under the
same Escrow Agreement, and notify the Publishers in writing that the
deposit has been made.
29.3. If no new version has been deposited in any 6 month period,
HealthGate will deposit a replacement copy of the then current
version of the source code of the Proprietary Software under the
Escrow Agreement and will notify the Publishers in writing.
30. Confidential Information
Neither party shall, other than with the prior written consent of the
other party, during or after the termination, determination or expiry of
this Agreement disclose directly or indirectly to any person, firm,
company or third party and shall only use for the purposes of this
Agreement, any information relating to the Agreement, the other party, its
business, trade secrets, customers, suppliers or any other information of
whatever nature which the party whose information it is or its licensees
or nominee may deem to be confidential and which the other party has or
shall hereafter become possessed of. For the avoidance of doubt the usage
statistics relating to the Site shall be the Publishers' confidential
information.
The foregoing provisions shall not prevent the disclosure or use by either
party of any information which is or hereafter, through no fault of the
other party, become public knowledge or to the extent permitted by law.
Nor shall they prevent the use by the Publishers of information for the
purposes of handing over or considering handing over the System to
themselves or to another contractor, PROVIDED THAT if the information is
disclosed to a third party the Publishers shall first enter a
confidentiality agreement with the third party in similar terms to this
Clause.
20
31. Data Protection
The parties agree to ensure that they will at all times comply with the
provisions and obligations imposed by the Data Protection Xxx 0000, the EU
Data Protection Directive 95/46 and any implementing legislation in the
United Kingdom. Both parties agree to indemnify each other in respect of
any unauthorised disclosure of data by them.
32. Termination, Change of Control of HealthGate
32.1. Notwithstanding any provisions herein contained this Agreement may
be terminated forthwith by either party by notice in writing from
the party not at fault if any of the following events shall occur,
namely:
(i) if the other party shall commit any act of bankruptcy,
shall have a receiving order made against it, shall make or
negotiate for any composition or arrangement with or
assignment for the benefit of its creditors or if the other
party, being a body corporate, shall present a petition or
have a petition presented by a creditor for its winding up or
shall enter into any liquidation (other than for the purposes
of reconstruction or amalgamation), shall call any meeting of
its creditors, shall have a receiver of all or any of its
undertakings or assets appointed, shall be deemed by virtue of
the relevant statutory provisions under the applicable law to
be unable to pay its debts, or shall cease to carry on
business;
(ii) if the other party shall at any time be in default under
this Agreement and shall fail to remedy such default within 30
days from receipt of notice in writing from the first party
specifying such default.
If any such event referred to in this sub-clause shall occur,
termination shall become effective forthwith or on the date
set forth in such notice.
32.2. Either party may by notice in writing to the other party
terminate this Agreement, if any of the following events shall
occur, namely:
32.2.1. if either party is in breach of any term, condition or
provision of this Agreement or required by law and
fails to remedy such breach (if capable of remedy)
within 14 days of receipt of notice from the other
party specifying such breach;
21
32.2.2. Change in control
If there is a change in Control of the first party,
the second party may, entirely at their own option and
without thereby becoming liable for any costs or
losses which the first party or its holding company or
any company in which it may hold shares may suffer as
a result terminate the Agreement by notice in writing
to first party.
For the purpose of this clause, a person shall have
"Control" of a company if he holds, directly or
indirectly, shares which together with shares held by
any persons acting in concert with him carry 50% or
more of the voting rights of that company and "Change
in Control" shall be interpreted accordingly. Words
and phrases defined in the City Code on Take-overs and
Mergers shall have the same meaning here.
32.3. Termination, howsoever or whenever occasioned shall be subject to
any rights and remedies either party may have under this Agreement
or in Law.
32.4. the following Clauses shall survive termination for whatever cause
of this Agreement: Clauses 4.2, 5, 10.2, 20.4, 23.2, 25-28, 30-34
inclusive.
33. Rights Upon Termination
Upon termination of this Agreement and for a period of six (6) months
thereafter, the Publishers will have the following rights and obligations:
33.1. Commencing upon any notice of termination by the Publishers,
HealthGate will comply with the Publishers' reasonable directions,
and will provide to the Publishers any and all termination
assistance reasonably requested by the Publishers to allow the
Services to continue and to facilitate the orderly transfer of
responsibility for the Services to the Publishers or a successor
provider of Services designated by the Publishers. The termination
assistance to be provided to the Publishers by HealthGate may
include the following:
33.1.1. Continuing to perform, for a reasonable period (as
determined by the Publishers) of up to six (6) months
following the termination date, any or all of the Services
then being performed by HealthGate.
33.1.2. Developing, together with the Publishers, a plan for the
orderly transition of Services ("Transition Plan") then
being performed by HealthGate from HealthGate to the
Publishers or such successor provider of Services.
33.1.3. Providing reasonable training for personnel of the
Publishers in the performance of the Services then being
transitioned to the Publishers or such successor provider of
Services.
22
33.2. If HealthGate is then using any Equipment leased or owned by the
Publishers to provide services to any third party, HealthGate may
continue to use that Equipment for that purpose until such time as
HealthGate can reasonably transition to other equipment.
33.3. Upon receipt of written notice from the Publishers that HealthGate
is in default under this Agreement by failing to comply with the
requirements of this Clause 33, or that HealthGate is in default
under any provision regarding rights upon termination of this
Agreement, HealthGate shall have ten (10) business days in which to
cure such default. HealthGate acknowledges that, in the event
HealthGate fails to cure such default within the specified time
period, the Publishers would suffer irreparable harm, and
HealthGate, hereby agrees that the Publishers would in such event be
entitled to obtain from a court of competent jurisdiction an order
of specific performance, in addition to such other rights and
remedies to which it may be entitled at law or in equity under this
Agreement.
33.4. Upon the termination of this Agreement or HealthGate's engagement
whichever shall be the earlier, HealthGate or its personal
representative as the case may be, shall immediately deliver up to
the Publishers all correspondence, reports, documents,
specifications, papers, information (on whatever media) and property
belonging to the Publishers which may be in his possession or under
his control together with all confidential information or copyright
works belonging to the Publishers specified in Clauses 27 and 31
above.
34. General
34.1. Waiver
Failure or neglect by either party to enforce at any time any of the
provisions hereof shall not be construed nor shall be deemed to be a
waiver of that party's rights hereunder nor in any way affect the
validity of the whole or any part of this Agreement nor prejudice
that party's rights to take subsequent action.
34.2. Entire Agreement
This Agreement constitutes the entire agreement between the parties.
Each party confirms that it has not relied upon any representation
not recorded in this document or in its Schedules inducing it to
enter this Agreement. No variation of these terms and conditions
will be valid unless confirmed in writing by authorized signatories
of both parties.
23
34.3. Assignment
HealthGate shall not transfer or assign the whole or any part of
this Agreement without the prior written consent of the Publishers.
34.4. Headings
he headings of the terms and conditions herein contained are
inserted for convenience of reference only and are not intended to
be part of or to affect the meaning or interpretation of any of the
terms and conditions of this Agreement.
34.5. Severability
In the event that any of these terms, conditions or provisions shall
be determined by any competent authority to be invalid, unlawful or
unenforceable to any extent, such term, condition or provision shall
to that extent be severed from the remaining terms, conditions and
provisions which shall continue to be valid to the fullest extent
permitted by law.
34.6. Notices
Any notice to be given by either party to the other may be sent by
registered post or airmail to the address to the other party as
appearing herein and if so sent shall be deemed to be served 4 days
following the date of posting, or may be sent by courier and if so
shall be deemed to be received when actually received.
34.7. Injunctive Relief
All claims within the scope of this Agreement that any party may
have against the other for monetary damages must, subject to Clause
29 (Source Code and Escrow), be pursued through the procedures
established in this Agreement. However, nothing in this Clause 34.7
will prevent any party from immediately seeking injunctive or other
equitable relief from any court having competent jurisdiction.
24
34.8. Law
The parties hereby agree that this Agreement shall be construed in
accordance with English law. Any and all disputes between the
parties arising under or in connection with this Agreement which
cannot be resolved amicably by the parties, shall be resolved in the
courts located in London, England, except with respect to any action
brought by the Publishers against HealthGate, in which case
jurisdiction and venue shall be in Boston Massachusetts.
25
Signing Provisions
SIGNED for and on behalf of the Publishers
by:
/s/ Xxxxxxxx Xxxxxxxx /s/ Xxxxxxx Xxxxxxx
in the presence of:
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
Date: 20.3.98 30.4.98
SIGNED for and on behalf of HealthGate
by:
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxx X. Xxxxx
in the presence of:
/s/ Xxxxx Xxxx
Date:
4.7.98
Schedules
1 Specification
2 Use Fees
3 Project Managers
4 Escrow
26
SCHEDULE 1
HealthGate Data Corp [ILLEGIBLE]
Xxxxxxxxx/Munksgaard Journal
Publishing
--------------------------------------------------------------------------------
User Scenarios
Chapter 1
--------------------------------------------------------------------------------
Xxxxxxxxx/Munksgaard Journal Publishing
User Scenarios
--------------------------------------------------------------------------------
Overview
--------------------------------------------------------------------------------
This document contains outlines, or "scenarios," of how users will access the
Xxxxxxxxx/Munksgaard Journal Publishing system that HealthGate is currently
developing.
The goal of this project is to provide the high standards of
Xxxxxxxxx/Munksgaard publications and services to existing readers online, as
well as develop an audience of new Internet users. Since the focus of this
project is to expand readership and usage, the design of this project will be
driven by user needs and interests.
The following scenarios illustrate how to optimally meet the needs and offer the
widest selection of services to Xxxxxxxxx/Munksgaard users through a series of
chronological steps and options. A user is defined as any party (including
individuals or other systems) that will interface with the Xxxxxxxxx/Munksgaard
Journal Publishing system.
--------------------------------------------------------------------------------
List of Scenarios
--------------------------------------------------------------------------------
Below is a list of the scenarios. The list will be ordered to contain the
building block scenarios first, followed by the more complex scenarios.
--------------------------------------------------------------------------------
XXXXXXXXX/MUNKSGAARD PUBLISHING SYSTEM 1
Overview 1
List of Scenarios 1
Registration 3
General Registration 3
Credit Card Subscription Registration 4
Society Member / Institutional
Subscriber Self Registration 4
Purchase Order or Deposit Account
for Institutional Subscribers 5
Transaction Registration / Single
Document Purchase by non registered
user 6
Purchases 7
Single Document Purchase
Registered User with CC Information 7
Single Document Purchase
Registered User without CC
Information 7
Single Document Purchase
Registered User using Purchase
Order 8
Additional Subscription Purchase 8
Linking 9
Bibliographic Linking within an Article 9
Related Information Links 10
Delivery Options Other than HTML 10
Downloading PDF 10
Fax Delivery 11
Subscriber Features 11
User Access to their Custom Page 11
Journal Features 12
Journal Page 12
Issue Listings 13
Table of Contents 13
Xxxxxxxx 00
Xxxx Xxxx 14
Email version of Table of Contents 14
Text Email ........................................... 14
HTML Email ........................................... 15
Searching 15
Quick Search 15
Searching Full Text 15
Finding an Article Cited Elsewhere 16
Customer Help 16
Forgotten Password 16
Forgotten User Name and Password 17
Changing Password 17
Changing Email Address 17
Changing Credit Card Number 18
Changing Other Information 18
Content Management 18
Journal Setup 18
Set Journal Price 18
Set Document Price 19
Template Submission 19
Content Publishing 19
Issue Loading 19
Issue Review 20
Issue Release 20
Third Party Access 20
General 20
Abstracts Only (Headers) 21
Abstracts and PDF (Headers and PDF) 21
Full Text Xxxxxxxxx/Munksgaard DTD 21
Full Text in Ovid's DTD 21
Delivery Options for Third Parties 21
Reporting 21
User 21
Content 22
Integration 22
HeathMill or Other Subscription
Systems to HealthGate Connection 22
HealthGate to HeathMill or Other
Subscription Systems 23
Integration to JPMS 23
Integration with Xxxxxxxxx/Munksgaard
Web Site(s) 24
Future Items 24
--------------------------------------------------------------------------------
XXXXXXXXX/MUNKSGAARD PUBLISHING SYSTEM 2
Chapter 2
User Scenarios
This chapter contains the Xxxxxxxxx/Munksgaard Journal Publishing system
user scenarios.
--------------------------------------------------------------------------------
Registration
--------------------------------------------------------------------------------
General Registration
Users who access Xxxxxxxxx/Munksgaard publications will fall into one of
three categories:
a) Non-registered users who are browsing Xxxxxxxxx/Munksgaard content.
These users will have limited access to some free content, but will
not be able to access other areas or purchase products.
b) Registered users who have provided name, email and postal mailing
address, but have not provided credit card data. Users in this
category include those who have visited the site before and have
been assigned a user name and password, as well as Society members
who have previously registered.
c) Purchasing users who have registered, and provided credit card
information. These users may have bought subscriptions to
Xxxxxxxxx/Munksgaard journals or other publications in the past.
For any but the most casual browser, general registration is encouraged,
and outlined below.
1. Registration procedure: If a non-registered user would like to
access certain areas or services, there will be a link provided to
the registration area.
Once the user has entered the registration area, s/he will be asked
to provide full name, email address, and postal address. After this
information has been entered, the user will be provided with a
dialog box to enter a self-selected user name and password.
2. Creating user name: The user name is checked for uniqueness against
all user names, then added to the database. If the name has already
been registered, the user will be provided with three suggested
names, or the option to create another user name of their own
choice.
3. Confirmation of registration: Once a unique user name and password
have been assigned, the user may choose to continue the purchase
process by linking to pages that will enable him/her to enter credit
card information (see "Credit Card Subscription Registration"
below). If no purchase is desired at this time, the user will end
the registration process at this point S/he will see a page that
confirms their registration. Shortly afterwards, the user will also
receive an email acknowledging their registration, and providing
instructions on what to do if they forget their user name and
password. This will also serve to ensure that the user's email
address as entered in the registration form is correct.
--------------------------------------------------------------------------------
XXXXXXXXX/MUNKSGAARD PUBLISHING SYSTEM 3
USER SCENARIOS REGISTRATION
--------------------------------------------------------------------------------
Credit Card Subscription Registration
Users will now be able to order subscriptions to Xxxxxxxxx/Munksgaard
journals and publications online via a simple registration and secure
payment process. In this scenario, the user chooses to pay with a credit
card.
1. Registration: When the user enters the registration area, s/he will
be asked to provide their user name and password. (See "General
Registration" above).
2. Tracking marketing efforts: A feature to track the efficacy of
marketing campaigns may also be incorporated. In addition to
entering the above subscriber information, the user will also be
asked to provide information pertaining to offer codes, or other
identifying characteristics of marketing offers.
3. Separating society memberships: Users are asked if they are a member
of a society participating in the online journals. If they select a
society, their registration information will be checked with an
updated automated listing of existing society members. Since a
society member is entitled to pre-defined journal subscriptions
under a separate agreement, this is done to ensure that a society
member is not charged. If the registering user is determined to be a
society member, follow the "Society Member Registration" scenario
instead.
4. Selecting a subscription plan: After entering the registration
information, the user will be prompted to select a subscription
plan.
5. Charging subscriptions: Once the subscription plan has been
selected, the user will then be shown a page that provides a secure
connection for credit card information. The user will be asked to
give the credit card number, type (VISA, MasterCard, AMEX,
Discover), and expiration date.
6. Transaction receipt: The credit card is then validated and the user
is shown the cost that has been charged to the credit card. A
receipt is displayed on the screen, as well as emailed to the user.
7. Thanks/Email notification of future publications: After the
registration process is completed, the user will see a page thanking
them for their subscription order. As an added feature, new users
will be offered the option of having the table of contents of each
new issue emailed to them upon publication.
8. Next destination: When the above information is provided, the user
will then be given access to the cover page of the journal that has
just been ordered.
Society Member / Institutional Subscriber Self Registration
If a user is determined to be a Society member or a paid subscriber not
know to the system (pre-subscribed by Xxxxxxxxx/Munksgaard), the following
scenario applies:
1. Access from marketing efforts: Society membership benefits include
subscriptions to pre-defined print journals. In accordance with
marketing efforts, inserts promoting online journal registration and
the URL for the Xxxxxxxxx/Munksgaard site will be provided in these
journals. Members may also find out about online service via other
marketing efforts, such as newsletters, leaflets, direct mail or
other web sites.
2. Registration info: Once the user accesses the site, he/she will be
provided with a form asking for basic registration information (see
"Credit Card Subscription Registration," steps 1-7).
--------------------------------------------------------------------------------
XXXXXXXXX/MUNKSGAARD JOURNAL PUBLISHING 4
USER SCENARIOS REGISTRATION
--------------------------------------------------------------------------------
3. Membership options: If the name has been matched and verified online
as a Society member, the user is presented with a listing of
publications and journals, etc. which they may access with existing
membership privileges.
If the user is not verified as a current Society member, the user
will be asked to provide standard registration information (see
"Credit Card Subscription Registration").
In addition to the publication listings, users will be given one of
three options as defined by the publisher to receive these
subscriptions:
a. Exclusive online access
b. Print subscription and optional online access
c. Full access via both print subscription and online
4. Content for purchase: Once users have selected their subscription
method, they will be shown additional content available for
purchase.
5. Creating identity code for user: When content for purchase has been
selected by the user, s/he will see a form that enables them to
create a user name and password. Once the information has been
entered, another dialog box will prompt them to confirm the
password.
6. Assuring uniqueness of code: The user name is checked for uniqueness
against all user names, and added to the list. If the user name has
already been registered, they will be provided with three suggested
names, or the option to create another user name of their own
choice.
7. Purchasing additional content: If the user chooses to purchase any
of the additional content, the purchase will be charged to the
credit card information previously provided. The credit card is
validated and charged. If the credit card is declined, the user is
prompted to try again.
8. Transaction receipt: Once the credit card has been validated, the
page shows the cost that has been charged to the credit card.
Receipt is presented on the screen, as well as emailed to the user.
9. Final step of purchasing process: As the final step in the
purchasing process, the user will see a page that thanks them for
their order, and shows a listing of all content purchased in the
last transaction.
After purchasing process has been completed, the user will then be
given access to their selected content. A confirmation email will be
sent welcoming the user to our service.
Purchase Order or Deposit Account for Institutional Subscribers
For those institutions that wish to order subscriptions to
Xxxxxxxxx/Munksgaard journals, publications, and single full-text articles
on a consistent basis, an open purchase order or deposit account may be
established. The following scenario outlines how a customer would have
access via this method.
1. Initial set-up: The customer will make the initial contact to
Xxxxxxxxx/Munksgaard to set up the account. Open purchase orders and
deposit accounts may be established through either
Xxxxxxxxx/Munksgaard or HealthGate.
--------------------------------------------------------------------------------
XXXXXXXXX/MUNKSGAARD JOURNAL PUBLISHING 5
USER SCENARIOS REGISTRATION
--------------------------------------------------------------------------------
2. Access code: After the account has been established, users will then
be given a special access code to access the Site. When registering
the user will be able to use the access code instead of providing us
with credit card information (Access to publications via IP address
verification is an option for institutional accounts).
3. Registration: When the user completes registration the same way as a
normal customer, except that they enter the access code rather than
provide billing information. Any charges or purchases will be
applied to their account.
4. Account expiration: If the account expires, or reaches the monetary
cap assigned, the user will be shown a page that prompts them to
contact Xxxxxxxxx/Munksgaard to renew the account. This page will
also provide the option to continue and have purchases applied to a
credit card. A report will be available warning Xxxxxxxxx/Munksgaard
of accounts that are close to expiring.
Transaction Registration /Single Document Purchase by non registered user
This scenario outlines the way in which a user would be able to purchase a
single article (document) while browsing the abstract of the article.
1. Promoting full text articles: Abstracts are available to all users
free of charge; registration is not required. However, if the user
would like to buy the full text of any given article, pricing
information for the article will be listed at the end of the
abstract, with a link to purchase the article.
2. Purchasing full text -- registered users: After selecting the link
to purchase the article, the user is given the option to log in,
using the previously assigned registration user name and password.
After logging in, a page showing full text articles and journal
subscriptions for purchase will be provided. The user will make
his/her selections, and the credit card information page will
appear. (Go to step #5)
3. Purchasing full text -- new users: If the user has never registered
before, they will be asked to register.
4. Registration: When the user enters the registration area, s/he will
be asked to provide basic identifying information (See "General
Registration" above).
5. Credit card info: The user will then be shown a page that provides a
secure connection for credit card information. The user will be
asked to give the credit card number, type (VISA, MasterCard, AMEX,
Discover), and expiration date.
6. Credit card validation: The credit card is validated, and the user
is given confirmation that they are about to be charged for the
requested full text article(s) and/or journal subscription(s).
7. Fax delivery/other purchase options: An option to have the article
faxed to them for an additional fee (to be determined) is also
offered.
8. Transaction confirmation: Once the user has completed the above
steps, a receipt listing all purchases is shown on the page; a copy
will also be emailed to them.
9. Transaction cancellation: If the user cancels the transaction, then
they are returned to the abstract of the article.
10. Content access: After the user confirms the charge, s/he is given
access to the content for a specified period of time (hours/days to
be determined.)
--------------------------------------------------------------------------------
XXXXXXXXX/MUNKSGAARD JOURNAL PUBLISHING 6
USER SCENARIOS PURCHASES
--------------------------------------------------------------------------------
Articles are provided to the user in both PDF and HTML format
--------------------------------------------------------------------------------
Purchases
--------------------------------------------------------------------------------
The scenarios below outline single document purchases. There also will be
a facility to purchase multiple documents in a shopping basked like
manner.
Single Document Purchase Registered User with CC Information
In this scenario, a registered user requests a document to which they do
not currently have access. For example, they may be viewing an abstract
from a journal that is not part of their subscription, or they may be
referencing a new document (full text) In this scenario we assume that the
user has a credit card on file or an open purchase order (PO).
1. Registration update: At the end of an abstract, a link is provided
which enables the user to purchase a related document or product
(i.e., full text article, journal subscription, book, etc.) The link
brings the user to a page that offers purchase options, lists the
price of the full text article and allows registered users to enter
their user name and password. Non-registered users would have to
register in order to enter credit card information.
2. Login: Registered users will log on, confirming registration. Then
they will be shown a price confirmation and delivery options.
3. Optional fax delivery: If the requested document is an article, the
user will be offered an option to have the article faxed for an
additional fee (to be determined).
4. Transaction confirmation: Once the user has completed the above
steps, a receipt listing all purchases is shown on the page; a copy
will also be emailed to them.
5. Transaction cancellation: If the user cancels the transaction, they
are returned to the abstract of the article.
6. Content access: After the user confirms the charge, s/he is given
access to the content for a specified period of time (hours/days to
be determined.)
Articles are provided to the user in both HTML and PDF formats.
Single Document Purchase Registered User without CC Information
In this scenario, a registered user requests to see a document to which
they do not currently have access. For example, they may be viewing an
abstract from a new journal and decide they would like to subscribe. In
this scenario, we assume that the user does not have a credit card on file
or an open PO.
1. Registration update: At the end of an abstract, a link is provided
which enables the user to purchase a related document or product
(i.e., full text article, journal subscription, book, etc.) The link
brings the user to a page that offers purchase options, and lists
the price of the full text article. The user will be asked to a)
register, or b) login.
2. Login. Registered users will login.
3. Credit card info: Then if they do not have credit card information
on file or if their credit card has expired, they will be shown a
page which provides a secure connection for credit card information.
The user will be asked to give the credit card number, type (VISA,
MasterCard, AMEX, Discover), and expiration date.
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4. Credit card validation: The credit card is validated, and the user
is given confirmation that they are about to be charged for the
requested full text article(s) journal subscription(s), etc. (Any
relevant discounts will be shown on screen at this time.)
5. Optional fax delivery: If the requested document is an article, the
user will be offered an option to have the article faxed for an
additional fee (to be determined).
6. Transaction confirmation: Once the user has completed the above
steps, a receipt listing all purchases is shown on the page; a copy
will also be emailed to them.
7. Transaction cancellation: If the user cancels the transaction, they
are returned to the abstract of the article.
8. Content access: After the user confirms the charge, he/she is given
access to the content for a specified period of time (hours/days to
be determined).
Articles are provided to the user in both HTML and PDF formats.
Single Document Purchase Registered User using Purchase Order
In this scenario, a registered user requests a document to which they do
not currently have access and choose to pay via an existing purchase order
which they have set up with Xxxxxxxxx/Munksgaard. If they do not have a
purchase order, they will be asked to contact Xxxxxxxxx/Munksgaard.
1. Registration update: At the end of an abstract, a link is provided
which enables the user to purchase a related document or product
(i.e., full text article, journal subscription, book, etc.) The link
brings the user to a page that offers purchase options, and lists
the price of the full text article. The user will be asked to a)
register, or b) login.
2. Login. Registered users will login with an account that has been
tagged for all charges to be applied to an existing purchase order.
3. Purchase Order validation: The purchase order is validated to assure
that this charge will not go over the total amount on the purchase
order. The user is given confirmation that they are about to be
charged for the requested full text article(s). (Any relevant
discounts will be shown on screen at this time.)
4. Optional fax delivery: If the requested document is an article, the
user will be offered an option to have the article faxed for an
additional fee (to be determined).
5. Transaction confirmation: Once the user has completed the above
steps, a receipt listing all purchases is shown on the page; a copy
will also be emailed to them.
6. Transaction cancellation: If the user cancels the transaction, they
are returned to the abstract of the article.
7. Content access: After the user confirms the charge, he/she is given
access to the content for a specified period of time (hours/days to
be determined.)
Articles are provided to the user in both HTML and PDF formats.
Additional Subscription Purchase
Online users will be provided with several opportunities throughout the
site to subscribe to other journals; these purchase options will be
inserted in areas that contextually will promote the likelihood of a sale.
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USER SCENARIOS LINKING
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The following scenario provides an example of how the need for additional
full text articles and/or a journal subscription results in a sale.
1. Point of entry: A user reads an article in a journal to which they
subscribe. Searching for more information in this subject area, the
user clicks on the link to related articles.
2. Exposure to new journal: After viewing the list of related articles,
the user notes that the articles of the most interest are all in a
journal to which s/he does not currently subscribe. At this point
the user has a choice: s/he may either purchase the full text of
some or all the articles, or consider a subscription to the journal
itself, which will provide unlimited access to these and other
articles year-round. The user decides to find out more information
about the journal.
3. Journal description: All journal titles will be linked. When the
user clicks on a journal link, he/she will see a page that provides
a brief description of the journal, the frequency of publication,
and pricing information.
4. Purchasing procedure: The user decides to purchase the journal.
Since this user has already subscribed to at least one other
journal, his/her identification and credit card data are already
stored in the system.
The user is given the option of charging the subscription to the
existing account, or entering new credit card information. (See
"Credit Card Subscription Registration" above).
5. Confirmation of purchase: Once the user has indicated which credit
card is to be charged, the purchase is charged and validated. The
user will then be shown a page that provides a receipt for the
journal subscription purchase. Confirmation of the purchase will
also be sent to the user via email.
6. Other tie-ins to purchase: After confirmation, the user may link to
his/her own custom page to find that the new subscription has been
documented, and the custom page updated.
7. Next destination: At the end of the transaction, the user will be
shown the selected volume of the journal.
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Linking
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Bibliographic Linking within an Article
This scenario illustrates how a user would link to and from bibliographic
information contained within an article.
1. Reference links: Reference citations within all articles will be
linked to bibliographic references (or endnotes.) When the user
clicks on the citation in the article, a page showing the complete
listing of references for that article will be displayed.
2. Database links: When the user clicks on the MEDLINE link, s/he will
be shown the corresponding MEDLINE abstract for the cited article,
if the journal is indexed for inclusion in MEDLINE. (Similar
functionality will exist with ISI Web of Science).
3. Full text/Journal subscription purchase option: If full text is
available for the cited reference, it will be offered for purchase
at this point; journal subscription purchase may be offered as well.
Abstracts will also be available from the references. These purchase
options will be displayed along with pricing information. If the
user is not a subscriber to the cited journal, and chooses to
purchase the article, or subscribe to the journal, new pages
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USER SCENARIOS DELIVERY OPTIONS OTHER THAN HTML
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leading them through the purchase process will automatically be
shown. (See "Single Document Purchase" and "Additional Subscription
Purchase" above.)
4. Subscription tracking: If the user is already a subscriber to the
journal that contains the selected article, the user will be
informed that they may access the article free.
5. Other reference options: All articles will also contain a side bar
which lists (and links to) other full text articles available within
the Xxxxxxxxx/Munksgaard collection that references this article
(forward bibliographic references).
6. In Press Bibliographic Links: Links will not exist to bibliographic
references that are still in press. However, the system will check
regularly to link them once the article has been published.
7. Exit from abstract: The user will also be able to return to the
previous article from the abstract.
Related Information Links
When viewing an article, the user will be provided with a side bar that
outlines several related links pertaining to the article they are
currently reading. In this scenario, we highlight some of the different
types of links that may be offered.
1. Author listing: The names of all authors of the current article will
be provided as links. When the user clicks on the link of a selected
author, s/he will be presented with a listing of other articles
written by that author. These titles will be linked to the
corresponding abstract and/or full text. If available, full text
purchase and/or PDF versions of the selected article will be
offered.
2. Related articles by subject: A listing of related linked subject
areas will also be provided. When the user clicks on these areas,
s/he will receive a listing of related articles searched by MeSH
headings and keywords.
3. Related published information: Users interested in reading other
published information related to the chosen article will find that
the side bar provides them with links to:
a. Correspondence (letters, editorials, etc) pertaining to that
article
b. Errata (article addenda, corrections, etc.) pertaining to that
article
4. Services: The user will also be able to take advantage of certain
services. One service will be the ability to email the URL of a
chosen article to a colleague. When the user chooses this option,
s/he will be presented with a page to enter an email address, and a
"send" button.
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Delivery Options Other than HTML
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Downloading PDF
For those full text articles available in PDF format, the user will be
given the option of PDF downloading.
1. Linked PDF option: On the article page, a link offering the PDF
option will be found. The users will have the option to download the
PDF file or have it emailed to them. If the user choose to download
the document they will be prompted to save it.
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2. Adobe instructions for downloading: If the user does not have
Acrobat installed, the download page will explain the need to
install the Acrobat plug-in. A link to Adobe for detailed
instructions on how to install the plug-in will be provided.
If the user does not wish to download Acrobat at that time, the user
will be prompted to download to their hard drive. They may open the
PDF document after Acrobat has been downloaded at their convenience.
Fax Delivery
Users who want the benefits of how an article appears in PDF, but
who do not wish to download the article in this format, can request
fax delivery of the article for an additional charge.
1. After confirming that the user wishes to purchase an article (or in
the case of subscriptions, displaying the record on screen), the
user selects the method of displaying the article: HTML, PDF, or
"Receive via Fax." Because this is a premium option, the user will
be asked to confirm the additional fees for fax delivery.
2. The user then supplies their fax number.
3. To keep costs low, the article is relayed to a commercial fax
service, such as FaxNet, which sends the information via Web-based
fax to the user.
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Subscriber Features
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User Access to their Custom Page
Another free feature offered to Xxxxxxxxx/Munksgaard subscribers is a
custom-designed page which will provide them with information tailored to
their unique areas of interest, as well as accounting of their
subscription plans and other services. The following are highlights of
features that may be offered to subscribers.
1. Initial log-in: The user accesses the Xxxxxxxxx/Munksgaard Journals
home page. From this page there is a login link that requires the
user to enter their user name and password (if they are unable to
remember their user name and password, they may enter their email
address, which will then provide them with the correct login
information via return email). Once the correct information has been
entered, subscribers are brought to their custom page.
2. Custom Page features: The custom page will provide the user with:
a. Subscription information: All subscription information pertaining
to the user's account will be provided, including: names of journal
subscriptions (listed and linked), pricing of each subscription, and
the duration of subscription.
b. Updates on new content: Each subscriber will be provided with
updates on new content that correlates to their specified area(s) of
interest. This includes new journal articles, correspondence, news,
etc.
c. Customer Service: Users can choose to change their password,
subscriptions, credit card information, etc. by accessing the
customer service area at any time. Users may also email questions
regarding their subscription in this customer service area.
d. Searching: The user will have a variety of methods to track and
save searches from the custom page, including:
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USER SCENARIOS JOURNAL FEATURES
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i) Entering searches from various journal sets (e.g., searches
of just Xxxxxxxxx/Munksgaard journals, or all journals in a
related subject area.)
ii) Saved searches: The user will have the ability to view the
last five documents reviewed or the last five subject area
searches conducted.
iii) Collaborative filtering: In the future once an article
has been read, a user may choose to review which related
articles have been read by other users. A listing of the most
frequently accessed articles in the topic will be provided.
(For a more detailed description of the searching
capabilities, see the "Searching" category below.)
e. Promotions and advertising: The user will be notified in the
Custom Page of any promotions that may be of interest (i.e.,
discount rates, product offers, society notices, etc.) In addition,
users will be able to view advertising pertaining to their interests
on this page.
f. Interactive communication: This area will contain features that
allow users to communicate via email with Xxxxxxxxx/Munksgaard. This
may be used, for example, to post notices of errata for articles. A
mechanism for acknowledging these notices will also be provided.
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Journal Features
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The following scenarios pertain to organization of the journals and their
various components on the Xxxxxxxxx/Munksgaard site.
Journal Page
Users will be able to access information pertaining to subscriptions and
other publisher information directly from the journal pages, which will be
customized for each specific journal. We recommend that these pages follow
a standardized format, including links to the following (where
applicable):
a) Publisher's home page: A link will bring the user to the home page
of the appropriate publisher of the journal, either
Xxxxxxxxx/Munksgaard Science Ltd., Xxxxxxxxx/Munksgaard Science
Inc., or Munksgaard.
b) Society's home page: If the journal is published for a society,
users will be able to directly link to the society's home page
c) Journal information: Information regarding publication cycles and
other publication information will be provided via this link.
d) Journal subscriptions: If a user wishes to find detailed information
about subscribing to journals, this link will bring them to a page
which will provide pricing information, etc.
e) Journal listing by publisher: This link will provide the user with a
complete listing of journals, categorized by publisher
f) Listing of available back issues: For users wishing to search
previous journal issues, this link will show a listing of back
issues available
g) Current table of contents: Users will be able to quickly access the
most current table of contents from this link
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h) Submission information: Prospective authors will find author's
guidelines and other submission information at this link
i) Letter to the editor via email: Users who wish to contribute
opinions to the journal editor will be able to link to a pop-up
email window, and send correspondence via email. This is optional.
j) Email to support: This link will provide users with the opportunity
to ask questions or request information from support staff via email
k) Copyright statements: All pertinent copyright information and legal
disclaimers will be provided via this link
Issue Listings
Issues will be displayed in the following manner:
a) Organization of journals: Journals will be organized by volume,
beginning with the most recent publication, and then catalogued in
descending chronological order, grouped by year.
b) Supplements: Any supplemental issues will be grouped with the
appropriate volume.
c) Listing by topic or theme: Each journal listing will also indicate
relevant topics or themes and page ranges where applicable.
d) Accessibility: Users will be able to access these journal volumes
from both their custom pages, as well as journal cover pages.
Table of Contents
Tables of Contents will be displayed in the following format:
a) The table of contents list the articles published in the issue by
page number
b) Each article listed contains the title (or title abbreviation for
longer titles), primary author(s) as well as page numbers.
c) From the article listing there will be links to the abstract, full
text, PDF versions of the article and supplemental information.
d) Prices of the full text and PDF versions may also be listed.
Abstract
All Xxxxxxxxx/Munksgaard journal abstracts will be displayed in the
following format:
a) Title
b) Source
c) Author
d) Abstract
e) Address
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f) Keywords
g) Article Type (Case report, review, rapid publication, original
article).
h) If applicable, both the MEDLINE Unique Identifier and MeSH terms
will be available
Full Text
As users read full text documents, they will be able to access the
following feature enhancements:
a) Linked references: References cited within the body of the article
will be linked to the bibliographic references (endnotes) for that
article. A link from the bibliographic reference to the abstract
(pulled from secondary databases, reference databases), if
available, is provided. If the corresponding article is available
online in the Xxxxxxxxx/Munksgaard collection, a link to the
full-text with option to purchase will be provided.
b) Publication listing by author: All primary authors of the article
will be listed. The name of each author will be linked so that if
the user selects the author's name, a listing will be provided of
other available articles written this author. Again, these articles
in turn will be linked to their corresponding abstracts. If the
corresponding article is available online in the
Xxxxxxxxx/Munksgaard collection, a link to the full-text with option
to purchase will be provided.
c) Link by keywords: The user will be provided with an option to search
for other related articles by keyword.
d) Email option: If a user would like to send a link to the abstract to
a colleague, an email window will be available. The user only needs
to type in the destination email address, and an automatic message
providing the article title and corresponding URL of the abstract
will be sent.
e) Supplemental Information: Links to supplemental information related
to the article will be presented if the information is available.
Email version of Table of Contents
A valuable reminder of newly released publications is the table of
contents email option. If users choose this feature (usually done during
subscription registration and payment), they will be sent the new table of
contents for each journal to which they have subscribed. This feature will
be available to both subscribers as well as non-subscribing users.
This scenario shows what a user can do after receiving an emailed version
of the table of contents. The scenario has two parts: one for text-based
email, the other for HTML enabled email.
Text Email
1. Receipt of email announcement: User receives an email message and
opens it in their email reader.
2. Table of contents listing: The message contains the table of
contents of the newly published issue of the journal.
3. URL linking: The email contains the URL for the Xxxxxxxxx/Munksgaard
site. This link will be "live" in most email readers, and will bring
the user directly to the online version of the table of contents.
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USER SCENARIOS SEARCHING
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4. Article linking: Once the user accesses the table of contents, s/he
will find that all titles are linked to abstracts and the online
full text article.
HTML Email
1. Receipt of email announcement: The user receives an HTML based email
message, and opens it in their HTML enabled mail reader (e.g.,
Outlook Express, Outlook 98, Netscape 3.x and higher).
2. Table of contents: The message contains the complete table of
contents, and may be viewed exactly as it would look on the web
site.
3. URL linking: The email contains the URL for the Xxxxxxxxx/Munksgaard
site. This link will be clickable in most email readers, and will
bring the user directly to the online version of the table of
contents.
4. Article linking: Once the user accesses the table of contents, s/he
will find that all titles are linked to abstracts and the online
full text article.
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Searching
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The capacity to search using a variety of keywords and subject headings is
of critical importance to users, and is an especially important feature of
the Xxxxxxxxx/Munksgaard site.
Users will have the ability to select which set of journals to search.
Some example sets are: All Full Text Journals, All Subscribed Journals,
and Journals by particular Publisher. Searches that return a single
document will forward the user to the abstract or full text if they have
access to the full text.
The following scenarios outline several ways in which a subscriber may
search for content. In addition to offering different types of searching
mechanisms (i.e., "quick searches" through advanced searches), users will
also be able to access the searching capability from various areas of the
site. The following scenarios outline some of the search possibilities.
Quick Search
A "Quick Search" enables the user to search on a topic (e.g., insulin
pumps) and obtain a listing of areas where this topic is cited.
1. From custom page: From the custom page, users would enter a keyword
or phrase in the quick search box. The user would select the All
Subscribed journal set, and then submit the query.
2. Results: The search returns a listing of all articles; each linked
to the full text, PDF, and the abstract where available.
3. Save Query: On the results page, the user would have the option of
saving the query. This adds the query to the user's customized page.
Searching Full Text
Another option is to search the entire full text of a document for
specific terms. The following is a sample of how this search could be
conducted from the user's custom page.
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USER SCENARIOS CUSTOMER HELP
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1. Advanced search option: The user selects the advanced search option
from the search box.
2. Document choice: The user decides to view only abstracts; s/he
selects this choice from the pull down list of available fields to
search.
3. Subject choice: The user chooses the keyword or phrase they wish to
search, (e.g., lispro or Humalog), and enters it into the advanced
search form. This criterion is then added to the query.
4. Journal choice: The user then selects the journal set to search, and
selects the "All Full Text Journals" option. The query is then
submitted.
5. Results: The results contain a listing of all full text articles
available that match the user's search criteria. Included in this
list is the price of each full text document that references these
keywords, with the option to download. In addition, the entries that
the user has subscription access to would be noted. Results can be
ordered by relevancy, date, author and journal title.
The user has the ability to save the query.
Finding an Article Cited Elsewhere
This scenario provides the user with HealthGate's Citation Finder
Technology. It allows a subscriber the ability to quickly locate the
abstract (and the full text if available) from a bibliographic reference.
1. Access from custom page: From the registered subscriber's customized
page, s/he selects the Citation Finder option. The Citation Finder
page is pre-loaded and has a field for entry of the citation. The
user can either input the citation information or "copy and paste"
it into the appropriate fields. The Citation Finder does not require
information in all fields to execute a search successfully.
2. Search criteria: The user then selects the fields, or information,
which s/he wants to search. Examples of these fields include author,
journal name, year, volume, issue, article title, and all fields.
For this example, the user selects author, article title, and
journal name.
3. Results: The user submits the query. If an exact match is found, the
abstract will be provided. If not, the user is presented with a list
of matches from which to select.
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Customer Help
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Xxxxxxxxx/Munksgaard will have administrative access to these features.
All access will be recorded to monitor any possible abuse.
Forgotten Password
When a user forgets his/her password, the system provides a mechanism for
the user to look up and find their password without calling customer
service. This scenario shows how that is accomplished:
1. On the login page, a user who has forgotten their password selects
the link "forgotten password."
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USER SCENARIOS CUSTOMER HELP
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2. The user is asked to complete a form where the required information
is user name, first name, and last name.
3. The system will search the user database to see if there is a match.
If there is a match, the system will send the user's password to the
email address on file. The system will then tell the user that their
password is being sent to them via email.
4. If there is not a match, the system will prompt them to try again or
allow them to search for user name and password.
Forgotten User Name and Password
When a user forgets his/her password, the system provides a mechanism for
the user to look up and find their password without calling customer
service. This scenario shows how that is accomplished:
1. On the login page, a user who has forgotten their password selects
the link "forgotten password."
2. If they do not remember their user name, the user is prompted to
enter their first name, last name, and email address.
3. The system will compare the information supplied by the user against
the user database and email both the user name and password to the
address on file if there is a match.
4. If there is not a match, the user is instructed to either try again
or contact customer service.
Changing Password
Users often want to change their password. The system gives them an easy
way to do so.
1. From the user's personal profile page, the user selects the link to
"Modify Profile."
2. The Modify Profile page will allow them to go to a change password
form.
3. This form will ask the user to type their current password, then
enter a new password. To confirm, the user is asked to type their
new password again.
4. Upon correct entry (the old password matched the one on file and the
two new passwords matched), the password will be updated and the
user will be told that the change has been made.
5. If the entry is not correct then the user will be prompted to try
again.
Changing Email Address
Users often want to change their email address. The system gives them an
easy way to do so.
1. This feature is available in several places, such as the "Modify
Profile" page and the regularly scheduled email messages sent by the
system to the user.
2. From the Modify Profile page, the user would select a link to change
their email address. From an email message, the user selects the
link embedded in the email. When accessing the appropriate page via
the email link, the user will be prompted for user name and
password.
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USER SCENARIOS CONTENT MANAGEMENT
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3. A form will ask for the users new email address (actually allowing
them to edit their old email address).
4. Upon successful entry, the email address is checked for validity and
an email message is sent the address for confirmation.
Changing Credit Card Number
Users often want to change their credit card information on file. The
system gives them an easy way to do so. This method of updating the credit
card is also used when the credit card on file has expired. Customers with
expired credit cards are forced to enter a new credit card when they are
about to incur additional charges.
1. This feature is available from the "Modify Profile" page.
2. The user is connected to the secure server and asked to enter the
new credit card information.
3. The credit card is validated with a credit card clearing house.
4. If validated, the user is given a confirmation page.
5. If the card is not validated, the user is asked to try again.
Changing Other Information
Users are able to change other information off the "Modify Profile" page
by selecting the appropriate link. Examples of other information that may
be changed are postal address, purchasing new subscriptions, and change
the format in which they received emailed information (HTML verses text).
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Content Management
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Journal Setup
The procedure to setup new journals and their initial entry into the
system must be initiated by Xxxxxxxxx/Munksgaard. It is possible to setup
a journal manually or electronically. The manual procedure for setting up
a new journal entry is as follows:
1. The authorized Xxxxxxxxx/Munksgaard employee establishes a
connection to the Administration side of the site.
2. When prompted, the employee enters the appropriate user
name/password and establishes a secure connection.
3. The employee selects the option New Journal and enters all
applicable information, such as title, copyright statements,
submissions, subscription, etc.
4. The employee enters Society information, if applicable, including
name, links, and board members.
Set Journal Price
It is possible to setup a journal price manually or electronically. After
setting up the basic journal information, pricing criteria may be entered:
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1. The authorized Xxxxxxxxx/Munksgaard employee accesses the
appropriate journal (the journal must be setup using the Journal
Setup before establishing the journal price) and selects the option
"Journal Pricing."
2. The employee then assigns the price in multiple currencies, any and
all subscription plans, including rates for print companion,
electronic only, and Society membership.
3. The employee then assigns pricing for each of the selected
currencies.
Set Document Price
1. The default for all document pricing is established by
Xxxxxxxxx/Munksgaard. The Xxxxxxxxx/Munksgaard employee may override
the default and establish a special price for documents from a
specific journal title.
2. To override the default document price, the employee accesses the
appropriate journal (the journal must be setup using the Journal
Setup before establishing the document price) and selects the option
"Document Pricing."
3. The employee then assigns the revised price in various currencies
for document delivery.
4. The price may be revised to the default at any time by accessing the
journal and selecting the option to Restore Default Price.
Template Submission
Initially, templates will be hand loaded by HealthGate Data Corp. to
insure security and consistency.
To accomplish this, an FTP location will be provided to allow templates to
be copied over and reviewed (and tested) prior to releasing them.
--------------------------------------------------------------------------------
Content Publishing
--------------------------------------------------------------------------------
Issue Loading
1. Loading upon receipt: All content for a new issue is loaded upon
receipt in a single directory.
2. Identification: A form is completed which indicates appropriate
journal, issue, and volume. It is also possible to enter this
information electronically.
3. Back-up: Upon submission, the content is copied to the content
repository, before conversion. This allows it to be referenced in
the future.
4. Conversion: The content is then converted to our internal Extensible
Markup Language (XML) format.
5. Storage: The XML version is then stored in the content repository.
6. Parsing: The XML is then parsed to add more information, including
tags to link bibliographic information and related information.
7. Storage of parsed content: This parsed XML version is also stored in
the content repository.
--------------------------------------------------------------------------------
XXXXXXXXX/MUNKSGAARD JOURNAL PUBLISHING 19
USER SCENARIOS THIRD PARTY ACCESS
--------------------------------------------------------------------------------
8. Conversion to HTML: An Extensible Style Language (XSL) template is
used to convert the file to HTML.
9. HTML on staging: The HTML version is made available on the staging
server.
Issue Review
1. The issue is made available on the staging server
2. Email is sent to Xxxxxxxxx/Munksgaard alerting the appropriate
personnel that the issue is available for review.
3. An employee wishing to review the issue would log on to the staging
server, and select the content they wish to review. This is limited
to authorized users only. Authorization is by group of journals.
4. The content is presented to them in the same way it is shown to an
end user. However, they also have access to a tool bar (in a frame).
The tool bar allows them to approve the content as well as adjust
some of the properties of the article.
5. They can change the price or approve the article for release.
Issue Release
An issue will be released automatically on the assigned electronic
publication date if all the articles contained in the issue have been
edited and approved for release. Xxxxxxxxx/Munksgaard will be alerted to
content that has not be reviewed after a predetermined amount of time.
A Xxxxxxxxx/Munksgaard employee would access the Journal Publishing
System, a secure area, and go to the System Control area.
1. A list of issues that are ready or awaiting publication would be
available. When an issue is selected, the listing of properties for
that issue will be presented.
2. The user would be able to adjust any of the properties.
3. To publish the issue, the user would set the publication date to the
following day.
--------------------------------------------------------------------------------
Third Party Access
--------------------------------------------------------------------------------
General
Creating an abstract-only export: To create an abstract-only export, a
Xxxxxxxxx/Munksgaard employee will need to determine the list of journal
abstracts to be included for extract, the formatting of the extract, and a
user profile of which third parties will have access to the extract file.
1. Criteria: Once the above information has been determined, the
following information will need to be entered:
a. Frequency of updating abstract information,
b. Packaging method (tar, zip), push, pull or tape.
--------------------------------------------------------------------------------
XXXXXXXXX/MUNKSGAARD JOURNAL PUBLISHING 20
USER SCENARIOS REPORTING
--------------------------------------------------------------------------------
2. Push extracts: For push extracts (extracts that are sent to someone
either via FTP or email), a user will have to enter the destination
email address, or the FTP server, directory, user name and password
to use.
3. Pull extracts: For pull extracts (extracts that require someone to
pull the content off the journal server), a user will have to enter
the user name and password that the third party will use to retrieve
the content.
4. Tape based abstracts: Tape based abstracts will be handled similar
to FTP pulls except that they would be loaded to tape and sent via
postal service.
Abstracts Only (Headers)
Some customers want the abstracts only. This will allow bibliographic
database to receive the information in electronic form rather than having
to re-key the documents. Ideally, all databases would also receive
information pointing them to the full text version of the documents. The
directory structure will also be included with this abstract. It is
possible to create a different directory structure and will have to be
handled on an ad-hoc basis.
This scenario will be completed upon the supply of the final version of
the Xxxxxxxxx/Munksgaard DTD.
Abstracts and PDF (Headers and PDF)
This type of export would use the same DTD as the abstracts only, but
would include a reference to the PDF file inside each header. This extract
would obviously also include the PDF files.
Full Text Xxxxxxxxx/Munksgaard DTD
This export will take the Xxxxxxxxx/Munksgaard SGML files in full as well
as graphic files and PDF files.
Full Text in Ovid's DTD
This export will convert the full text to Ovid's DTD and includes the
graphic files and PDF files.
Delivery Options for Third Parties
Third parties will have the option to receive information via HTTP, FTP
(either sent to them or picked up), tape (4mm, 8mm, DLT) or CD-ROM.
--------------------------------------------------------------------------------
Reporting
--------------------------------------------------------------------------------
This section defines some of the reports available to
Xxxxxxxxx/Munksgaard. It is expected that customization of reports will
continue to be refined over the duration of the project. This will allow
both HealthGate and Xxxxxxxxx/Munksgaard to make necessary adjustments. As
a future direction HealthGate will provide direct access to the SQL
database (via ODBC or similar methods).
User
Each time an authorized user logs on, information regarding their usage,
purchases and transactions will be tracked. From this data, reports may be
compiled to include the following:
--------------------------------------------------------------------------------
XXXXXXXXX/MUNKSGAARD JOURNAL PUBLISHING 21
USER SCENARIOS INTEGRATION
--------------------------------------------------------------------------------
o Last usage: This information indicates when the user last accessed
the system
o Number of subscriptions per user: Will list how many subscriptions
and the title of each journal subscription that the user has bought
o Number of documents delivered (excluding subscriptions): The number
of documents (such as full text articles, etc.) purchased by the
user will be reported
o Number of documents read within a subscription: This will provide a
feature unique to the online medium; for the first time, editors
will be able to track which articles were viewed with the most
interest by their readers within a subscription.
o Accounting of all charges: Reports will have the capacity to reflect
accounting of all accrued charges by subscribers, document delivery,
etc.
Content
Each time an article is accessed by an authorized user, information
regarding usage, purchases and transactions will be tracked. These reports
could be grouped by abstract, article, issue, volume, journal and
publisher. From this data, reports may be compiled to include the
following:
o Number of documents read by subscribers: The number of times each
document (full-text article) from a specific issue is accessed by
subscribers
o Number of documents read by non-subscribers: The number of times
each document (full-text article) from a specific issue are
purchased by non-subscribers
o Advertisements shown per issue: The specific advertisement and
number of times displayed from each issue.
o Accounting of all charges: Reports will have the capacity to reflect
accounting of all accrued charges by subscribers, document delivery,
etc. associated with a specific issue
o Title and number of subscriptions: The number of subscriptions for
each journal
--------------------------------------------------------------------------------
Integration
--------------------------------------------------------------------------------
HeathMill or Other Subscription Systems to HealthGate Connection
On a regular basis, the following information will be transferred to the
publishing system. The information will be in a format to be determined.
Each user record can include the following information:
o User Information
o Update/Add/Delete Flag
o HeathMill Account Number
o Name (first, middle, surname)
o Address Information
o Email Address
--------------------------------------------------------------------------------
XXXXXXXXX/MUNKSGAARD JOURNAL PUBLISHING 22
USER SCENARIOS INTEGRATION
--------------------------------------------------------------------------------
o Contracts (Subscriptions)
o Account Number
o Group, Society, and type of membership
o Expiration Date
o Start Date
o Volume and Issue Start
o Volume and Issue End
o Journal List
o Short Code
o Subject Code
o ISSN Electronic Version
o ISSN Print
o Price Band
HealthGate to HeathMill or Other Subscription Systems
HealthGate will send back to HealthMill the user and subscription
Information from above.
Integration to JPMS
For integration to JPMS, the Publishing System will send messages each
time an issue completes the following stages:
o Received
o Loaded
o Staging
o Review Complete
o Live
These messages will contain the following information:
o Message Code (Received, Loaded, Staging, Review, Live,
Deleted)
o ISSN (both electronic and paper)
o Journal Short Code
o Volume
o Issue
--------------------------------------------------------------------------------
XXXXXXXXX/MUNKSGAARD JOURNAL PUBLISHING 23
USER SCENARIOS FUTURE ITEMS
--------------------------------------------------------------------------------
o Date
o Scheduled Publication Date
o Actual Publication Date (if known)
In the event that an article is withdrawn, a message containing the
following will be sent:
o Message Code (Staging, Review, Live, Deleted)
o ISSN (both electronic and paper)
o Journal Short Code
o Volume
o Issue
o Article
o Page range
o Date
Integration with Xxxxxxxxx/Munksgaard Web Site(s)
The system will provide an interface to access table contents, abstracts
and full text articles programmatically. The interfaces will require the
following information:
o ISSN (either electronic or print) or Xxxxxxxxx/Munksgaard
Journal Code
o Volume
o Issue
o Page or Article Title (only for abstract and full text)
The interface will be similar to the following:
xxxx://xxxxxxxxxx/xxxxxxxx?xxxxx0000-000000&xxxxxxx0&xxxxxx0&xxxxx0
--------------------------------------------------------------------------------
Future Items
--------------------------------------------------------------------------------
This section contains a list of features, which HealthGate will deliver
outside of the deadlines agreed upon in the contract. Some of these items
may have additional charges due to licensing of software and content.
In the future HealthGate will provide the following features:
o Electronic forums at the Journal Level.
o Links to pharmaceutics, company names, people, and software.
o Method of linking terms to encyclopedias.
o Delivery of equations in a format that Mathematica can use.
--------------------------------------------------------------------------------
XXXXXXXXX/MUNKSGAARD JOURNAL PUBLISHING 24
USER SCENARIOS FUTURE ITEMS
--------------------------------------------------------------------------------
o The system will provide the ability to check whether a user is
concurrently logged on from multiple locations to prevent fraudulent
use.
[INITIALS ILLEGIBLE] [INITIALS ILLEGIBLE]
20.3.98 30.4.98
--------------------------------------------------------------------------------
XXXXXXXXX/MUNKSGAARD JOURNAL PUBLISHING 25
SCHEDULE 2
Use Fees
HealthGate will charge for Downloads of the material, as follows:
Type of User Fee per Download Max. per User/Title/Year
-----------------------------------------------------------------------
Institution: $0.10 $20.00
Individual: $0.05 $10.00
Member: $0.01 $1.00
Download is defined as retrieval of a full-text article, there will be no charge
for searching and browsing of tables of contents and abstracts. These usage
charges will be billed on 1 January, 1 April, 1 July, 1 September and 31
December 1999, on payment terms of 60 days.
[INITIALS ILLEGIBLE] [INITIALS ILLEGIBLE]
20.3.98 30.4.98
5
SCHEDULE 3
Project Managers
The Publishers:
Project Manager
---------------
Xxx Xxxxxxxxx
Xxxxxxxxx Science Ltd
Xxxxx Xxxx
Xxxxxx
XX0 0XX
XX
e-mail: xxx.xxxxxxxxx@xxxxxxxx.xx.xx
tel: x00 (0)0000 000000
Deputy Project Manager
----------------------
Xxxxxx Xxxxxxxxxxx
Xxxxxxxxx Science Ltd
Xxxxx Xxxx
Xxxxxx
XX0 0XX
XX
e-mail: xxxxxx.xxxxxxxxxxx@xxxxxxxx.xx.xx
tel: x00 (0)0000 000000
Deputy Project Manager
----------------------
Xxxxxx Xxxxxxxx
Munksgaard International Publishers Ltd
35 Xxxxx Xxxxxx, X.X. Xxx 0000
0000 Xxxxxxxxxx K
Denmark
e-mail: xx@xxxx.xxxxxxxxxx.xx
tel: x00 00 00 00 00
HealthGate:
Project Manager
---------------
Xxxx Xxxxxx
HealthGate
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx XX 00000
XXX
tel: 000 000 0000 Ext 248
e-mail: xxxxx@xxxxxxxxxx.xxx
Deputy Project Manager
----------------------
Xxxx Xxxxxx
HealthGate
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx XX 00000
XXX
tel: 000 000 0000 Ext 211
e-mail: xxxxxx@xxxxxxxxxx.xxx
[INITIALS ILLEGIBLE] [INITIALS ILLEGIBLE]
20.3.98 30.4.98
6
SCHEDULE 4
3
SCHEDULE 4
ESCROW AGREEMENT
When the annexed escrow agreement is entered, the terms shall include those set
out in the annexed letter from NCC Escrow International, the escrow agent, of 12
March 1998 by way of variation of NCC document XXX000X0X.XX.
The Required Information at ii) shall be provided by the parties. The date of
the Licence Agreement shall be the date of this agreement. The name of the
package shall be "HealthGate Electronic Journal Proprietary Software". These
words shall also appear in Schedule 1 of the escrow agreement. The parties shall
provide the medium on which the source code shall be supplied, which in default
of agreement shall be such medium as the escrow agent NCC Escrow International
Limited thinks fit.
The fees to be inserted in Schedule 4 of the Escrow Agreement shall be the then
applicable fees of NCC Escrow International Limited.
The Escrow Agreement shall be signed by HealthGate and Xxxxxxxxx Science
Limited.
[INITIALS ILLEGIBLE] [INITIALS ILLEGIBLE]
20.3.98 30.4.98
NCC ESCROW INTERNATIONAL
12 March 1998 National Computing Centre
Xxxxxx Xxxxx, Xxxxxx Xxxx
Xxxxxxxxxx X0 0XX, XX
Telephone: +44(O)000 000 0000
Facsimile: x00(0)000 000 0000
e-mail: xxxxxx@xxx.xx.xx
Xx X X Xxxxxxxx [NCC LOGO]
Linnells, Solicitors
Xxxxxxxxxx Xxxxx
Xxxxxxxx Xxxxxx
Xxxxxx XX0 0XX
Dear Xx Xxxxxxxx
Proposed Escrow Agreement: Healthgate Data Corp / Xxxxxxxxx Science Ltd / NCC
I confirm that NCC is willing to enter into our standard form escrow agreement
xxx000x0x.xx with the following amendments by reference to the appropriate
clauses:
(2) Add the words "and/or companies in the Xxxxxxxxx Science Ltd group" after
"Xxxxxxxxx Science Ltd".
6.1.6 A new clause: "there is a Change in Control of the Owner. For the purposes
of this clause, a person shall have "Control" of a company if he holds,
directly or indirectly, shares which together with shares held by any
persons acting in concert with him carry 50% or more of the voting rights
of that company, and "Change in Control" shall be interpreted accordingly.
Words and phrases in the City Code on Take-overs and Mergers shall have
the same meaning here."
6.1.7 A new clause: "the Licensee exercises its option under clause 10.4.1 of
the Licence Agreement".
11.4 Replace with: "If the obligations in clause 31 of the Licence Agreement
have terminated this Agreement will automatically terminate on the same
date."
Yours sincerely
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
NCC Escrow International
[INITIALS ILLEGIBLE] [INITIALS ILLEGIBLE]
20.3.98 30.4.98
[NCC Escrow International logo]
This document is to be used where an Owner deposits source code on behalf of a
single user only.
PROCEDURE:
The required information sheet on page ii should be completed, detached
and returned by fax or post to NCC at the following address:
Contracts Administrator
NCC Escrow International Limited
Xxxxxx Xxxxx, Xxxxxx Xxxx
Xxxxxxxxxx X0 0XX, Xxxxxxx
Telephone: x00 (0) 000 000 0000
Facsimile: x00 (0) 000 000 0000
E-mail: xxxxxx@xxx.xx.xx
i. NCC will check the required information and will then send out signature
copies of the Escrow Agreement, together with the relevant invoices. A
reference number will be given in respect of that agreement which must be
quoted in all correspondence.
ESCROW 2000
ii. When the Owner and the Licensee have signed the Escrow Agreement all
copies must be returned to NCC.
iii. NCC will sign and date the Agreement and a signed copy will be sent to
each party.
iv. The Owner should then lodge the Material.
NB: Until all parties sign the Escrow Agreement no binding escrow arrangements
have been made.
single
licensee
----------
UK
Version 1: August 1997 i
FAO: X. XXXXXXX REQUIRED INFORMATION
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
OWNER
[-1] Company Name
---------------------------------------------------------------
[-2] Registered Office
----------------------------------------------------------
--------------------------------------------------------------------------------
Correspondence Address
----------------------------------------------------------
*[-3] Company Registration Number *VAT Number
------------------- -----------------
Telephone Number Fax Number
------------------------------------ ------------------
Contact Name Position in Company
------------------------------- ------------------
*only applicable to countries within the EU
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
LICENSEE
[-4] Company Name
---------------------------------------------------------------
[-5] Registered Office
----------------------------------------------------------
--------------------------------------------------------------------------------
Correspondence Address
----------------------------------------------------------
*[-6] Company Registration Number *VAT Number
------------------- -----------------
Telephone Number Fax Number
------------------------------------ ------------------
Contact Name Position in Company
------------------------------- ------------------
*only applicable to countries within the EU
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
OTHER DETAILS
[-7] Name of Package
------------------------------------------------------------
--------------------------------------------------------------------------------
INSURANCE FEE (complete if appropriate)
--------------------------------------------------------------------------------
Standard NCC limitation of liability is St(pound)500,000 (no charge).
There is a charge of St(pound)100 (annual fee) for each additional
St(pound)500,000.
Maximum liability is St(pound)5,000,000.
Please indicate required liability
--------------------------
--------------------------------------------------------------------------------
------------------------------------
FEES PAYABLE (tick as appropriate) Owner Licensee
--------------------------------------------------------------------------------
Initial Fee
--------------------------------------------------------------------------------
Annual Fee
--------------------------------------------------------------------------------
Update Fee
(payable in the event of more than 4
updates per annum)
--------------------------------------------------------------------------------
Storage Fee
(payable if the source code exceeds
one cubic foot)
--------------------------------------------------------------------------------
Annual liability fee payable (if appropriate)
--------------------------------------------------------------------------------
Release Fee (plus NCC's reasonable expenses) X
--------------------------------------------------------------------------------
ii Version 1: August 1997
(C) NCC Escrow International Limited 1997 XXX000X0X.XX
[NCC Escrow International logo]
SINGLE LICENSEE (UK)
ESCROW 2000
--------------------------------------------------------------------------------
ESCROW AGREEMENT: DATED:
Between:
(1) [-1] whose registered office is at [-2] (CRN: [-3]) ("the Owner");
(2) [-4] whose registered office is at [-5] (CRN: [-6]) ("the Licensee"); and
(3) NCC ESCROW INTERNATIONAL LIMITED whose registered office is at Xxxxxx
Xxxxx, Xxxxxx Xxxx, Xxxxxxxxxx X0 0XX, Xxxxxxx (CRN:3081952) ("NCC").
Preliminary:
(A) The Licensee has been granted a licence to use a software package
comprising computer programs.
(B) Certain technical information and documentation describing the software
package are the confidential property of the Owner and are required for
understanding, maintaining and correcting the software package.
(C) The Owner acknowledges that in certain circumstances the Licensee may
require possession of the technical information and documentation held
under this Agreement.
(D) Each of the parties to this Agreement acknowledges that the considerations
for their respective undertakings given under it are the undertakings
given under it by each of the other parties.
It is agreed that:
1 Definitions
In this Agreement the following terms shall have the following meanings:
1.1 "Full Verification Service" means those bespoke tests agreed between
the Licensee and NCC for the verification of the Material;
1.2 "Intellectual Property Rights" means copyright, trade secret,
patent, and all other rights of a similar nature;
1.3 "Licence Agreement" means the licence granted to the Licensee for
the Package;
1.4 "Material" means the source code of the Package comprising the
latest technical information and documentation described in
Schedules 1 and 2;
1.5 "Package" means the software package licensed to the Licensee under
the Licence Agreement; and
1.6 "Standard Verification Service" means those tests detailed in the
Standard Verification Service published by NCC from time to time.
2 Owner's Duties and Warranties
2.1 The Owner shall:
2.1.1 deliver a copy of the Material to NCC within 30 days of the
date of this Agreement;
2.1.2 at all times ensure that the Material as delivered to NCC is
capable of being used to generate the latest version of the
Package issued to the Licensee and shall deliver further
copies of the Material as and when necessary;
2.1.3 deliver to NCC a replacement copy of the Material within 12
months of the last delivery;
2.1.4 deliver a replacement copy of the Material within 14 days of
receipt of a notice served upon it by NCC under the provisions
of Clause 4.1.5; and
2.1.5 deliver with each deposit of the Material the information
detailed in Schedule 2.
2.2 The Owner warrants that:
2.2.1 it owns the Intellectual Property Rights in the Material and
has authority to enter into this Agreement; and
2.2.2 the Material lodged under Clause 2.1 shall contain all
information in human-readable form and on suitable media to
enable a reasonably skilled programmer or analyst to
understand, maintain and correct the Package without the
assistance of any other person.
3 Licensee's Responsibilities
It shall be the responsibility of the Licensee to notify NCC of any change
to the Package that necessitates a replacement deposit of the Material.
Version 1: August 1997 1 of 6
4 NCC's Duties
4.1 NCC shall:
4.1.1 hold the Material in a safe and secure environment;
4.1.2 inform the Owner and the Licensee of the receipt of any copy
of the Material;
4.1.3 in accordance with the terms of Clause 9 perform those tests
that form part of its Standard Verification Service from time
to time;
4.1.4 at all times retain a copy of the latest verified deposit of
the Material; and
4.1.5 notify the Owner if it becomes aware at any time during the
term of this Agreement that the copy of the Material held by
it has been lost, damaged or destroyed.
4.2 NCC shall not be responsible for procuring the delivery of the
Material in the event of failure by the Owner to do so.
5 Payment
NCC's fees are payable in accordance with Schedule 4.
6 Release Events
6.1 Subject to the provisions of Clauses 6.2 and 6.3, NCC shall release
the Material to a duly authorised officer of the Licensee if at any
time or times any of the following events or circumstances occur,
arise or become apparent:
6.1.1 the Owner enters into any composition or arrangement with its
creditors or (being a company) enters into liquidation whether
compulsory or voluntary (other than for the purposes of
solvent reconstruction or amalgamation) or has a receiver or
administrative receiver appointed over all or any part of its
assets or undertaking or a petition is presented for an
Administration Order or (being an individual or partnership)
becomes bankrupt, or an event occurs within the jurisdiction
of the country in which the Owner is situated which has a
similar effect to any of the above events in the United
Kingdom; or
6.1.2 the Owner ceases to trade; or
6.1.3 the Owner assigns copyright in the Material and the assignee
fails within 60 days of such assignment to offer the Licensee
substantially similar protection to that provided by this
Agreement without significantly increasing the cost to the
Licensee; or
6.1.4 the Owner without legal justification, has defaulted to a
material degree in any obligation to provide maintenance or
modification of the Package under the Licence Agreement or any
maintenance agreement entered into in connection with the
Package and has failed to remedy such default notified by the
Licensee to the Owner; or
6.1.5 coding of the Package is such that either the accuracy or the
functionality or the performance of the Package is or becomes
or is demonstrably likely to become significantly adversely
affected by the entry or processing of data incorporating any
date or dates whether prior or subsequent to or including 31
December 1999, including but not limited to any of the
following:
6.1.5.1 the Package crashes at any time while processing any
such data;
6.1.5.2. the Owner has warranted or represented that the
Package is capable of accurately and correctly
processing such data in accordance with the Package's
current functional specification and the Licensee
demonstrates that the Package is not so capable;
6.1.5.3 the Owner has undertaken or attempted to procure the
Package to be so capable and the Licensee
demonstrates that the Package is still not so
capable;
6.1.5.4 no such warranty, representation, undertaking or
attempt has been given or made and the Licensee
demonstrates that the Package is not so capable.
6.2 The Licensee must notify NCC of any event or circumstance of any of
the kinds specified in Clause 6.1 by delivering to NCC a statutory
or notarised declaration ("the Declaration") made by an officer of
the Licensee attesting that such event has occurred and that the
Licence Agreement was still valid and effective up to the occurrence
of such event and exhibiting:
6.2.1 such documentation in support of the Declaration as NCC shall
reasonably require;
6.2.2 a copy of the Licence Agreement; and
6.2.3 a signed confidentiality undertaking as detailed in Schedule 3
then NCC will release the Material to the Licensee upon receipt of
the release fee stated in Schedule 4.
6.3 Upon receipt of a Declaration from the Licensee claiming a release
event under Clause 6.1.4:
6.3.1 NCC shall send a copy of the Declaration to the Owner by
registered post; and
6.3.2 unless within 14 days after the date of delivery the Owner
delivers to NCC a counter-notice signed by a duly authorised
officer of the Owner stating that no such failure has occurred
or that any such failure has been rectified
then NCC will release the Material to the Licensee upon receipt of
the release fee stated in Schedule 4.
2 of 6 Version 1: August 1997
(C) NCC Escrow International Limited 1997 XXX000X0X.XX
6.4 Where there is any dispute as to the occurrence of any of the events
or circumstances set out in Clause 6.1.1 to 6.1.4, 6.2 or 6.3 or the
fulfilment of any obligations detailed therein, such dispute will be
referred at the request of either the Owner or the Licensee to the
Managing Director for the time being of NCC for the appointment of
an expert who shall give a decision on the matter within 14 days of
the date of referral or as soon as practicable thereafter. The
expert's decision shall be final and binding as between the Owner
and the Licensee except in the case of manifest error.
6.5 Where there is any dispute as to the occurrence of any of the events
or circumstances set out in Clause 6.1.5 or the fulfillment of any
obligations referred to therein, such dispute will be referred to
arbitration in accordance with Clause 12.
7 Confidentiality
7.1 The Material shall remain the confidential property of the Owner and
in the event that NCC provides a copy of the Material to the
Licensee, the Licensee shall be permitted to use the Material only
in accordance with a confidentiality undertaking in the form
contained in Schedule 3.
7.2 NCC agrees to maintain all information and/or documentation coming
into its possession or to its knowledge under this Agreement in
strictest confidence and secrecy. NCC further agrees not to make use
of such information and/or documentation other than for the purposes
of this Agreement and will not disclose or release it other than in
accordance with the terms of this Agreement.
7.3 Termination of this Agreement will not relieve NCC or its employees,
or the Licensee or its employees, from the obligations of
confidentiality contained in this Clause 7.
8 Intellectual Property Rights
The release of the Material to the Licensee will not act as an assignment
of any Intellectual Property Rights that the Owner possesses in the
Material.
9 Verification
9.1 Subject to the provisions of Clauses 9.2 and 9.3, NCC shall bear no
obligation or responsibility to any person, firm, company or entity
whatsoever to determine the existence, relevance, completeness,
accuracy, effectiveness or any other aspect of the Material.
9.2 Upon the Material being lodged with NCC, NCC shall perform those
tests in accordance with its Standard Verification Service and shall
provide a copy of the test report to the parties to this Agreement.
9.3 The Licensee shall be entitled to require that NCC carries out a
Full Verification. Any reasonable charges and expenses incurred by
NCC in carrying out a Full Verification will be paid by the Licensee
save that if in the opinion of the expert appointed by the Managing
Director of NCC the Material is substantially defective in content
any such reasonable charges and expenses will be paid by the Owner.
10 NCC's Liability
10.1 NCC shall not be liable for any loss caused to the Owner or the
Licensee either jointly or severally except for loss of or damage to
the Material to the extent that such loss or damage is caused by the
negligent acts or omissions of NCC, its employees, agents or
sub-contractors and in such event NCC's total liability in respect
of all claims arising under or by virtue of this Agreement shall
not (except in the case of claims for personal injury or death)
exceed the sum of (pounds)500,000.
10.2 NCC shall in no circumstances be liable to the Owner or the Licensee
for indirect or consequential loss of any nature whatsoever whether
for loss of profit, loss of business or otherwise.
10.3 NCC shall be protected in acting upon any written request, waiver,
consent, receipt or other document furnished to it pursuant to this
Agreement, not only in assuming its due execution and the validity
and effectiveness of its provisions but also as to the truth and
acceptability of any information contained in it, which NCC in good
faith believes to be genuine and what it purports to be.
11 Termination
11.1 NCC may terminate this Agreement after failure by the Owner or the
Licensee to comply with a 30 day written notice from NCC to pay any
outstanding fee. If the failure to pay is on the part of the Owner
the Licensee shall be given the option of paying such fee itself.
Such amount will be recoverable by the Licensee direct from the
Owner.
11.2 NCC may terminate this Agreement by giving 60 days written notice to
the Owner and the Licensee. In that event the Owner and the Licensee
shall appoint a mutually acceptable new custodian on terms similar
to those contained in this Agreement.
11.3 If a new custodian is not appointed within 30 days of delivery of
any notice issued by NCC in accordance with the provisions of Clause
11.2, the Owner or the Licensee shall be entitled to request the
President for the time being of the British Computer Society to
appoint a suitable new custodian upon such terms and conditions as
he shall require. Such appointment shall be final and binding on all
parties.
11.4 If the Licence Agreement has expired or has been lawfully terminated
this Agreement will automatically terminate on the same date.
11.5 The Licensee may terminate this Agreement at any time by giving
written notice to the Owner and NCC.
11.6 The Owner may only terminate this Agreement with the written consent
of the Licensee.
Version 1: August 1997 3 of 6
XXX000X0X.XX (C) NCC Escrow International Limited 1997
11.7 This Agreement shall terminate upon release of the Material to the
Licensee in accordance with Clause 6.
11.8 Upon termination under the provisions of Clauses 11.2, 11.4, 11.5 or
11.6 NCC will deliver the Material to the Owner. If NCC is unable to
trace the Owner NCC will destroy the Material.
11.9 Upon termination under the provisions of Clause 11.1 the Material
will be available for collection by the Owner from NCC for 30 days
from the date of termination. After such 30 day period NCC will
destroy the Material.
11.10 NCC may forthwith terminate this Agreement and destroy the Material
if it is unable to trace the Owner having used all reasonable
endeavours to do so.
12 Arbitration
12.1 Any dispute arising under Clause 5.1.5 shall be referred to a panel
of arbitrators ("the Panel") constituted as follows:
12.1.1 the Owner and the Licensee shall each appoint one member; and
12.1.2 the third member who shall act as chairman of the Panel shall
be appointed by the President for the time being of the
International Chamber of Commerce.
12.2 The Owner and the Licensee shall pay the fees and disbursements of
its own member and half the fees and disbursements of the chairman
of the Panel.
12.3 Should any member of the Panel die, become ill or incapacitated,
resign or retire from his appointment, become disqualified from
acting or otherwise cease to act as arbitrator before the dispute is
resolved, he shall be replaced by a new member appointed by the
party who appointed his predecessor.
12.4 Upon the appointment of such new member, the proceedings shall not
be held de nova but shall continue from the stage at which the
previous member ceased to act.
12.5 Proceedings under Clause 12 may be commenced by any party to a
dispute by:
12.5.1 serving upon the other or others notice of its intention to
refer such dispute to arbitration and nominating a member of
the Panel; and
12.5.2 requesting the President of the International Chamber of
Commerce for the time being to appoint a chairman of the
Panel.
12.6 The Panel shall determine its own rules of procedure.
13 General
13.1 This Agreement shall be governed by and construed in accordance with
the laws of England and Wales.
13.2 This Agreement represents the whole agreement relating to the escrow
arrangements between the parties for the Package and supersedes all
prior arrangements, negotiations and undertakings.
13.3 All notices to be given to the parties under this Agreement shall be
deemed to have been duly given or made when delivered personally or
7 days after posting of it sent by facsimile, 12 hours after
despatch to the party to which such notice is required to be given
or made under this Agreement addressed to the principal place of
business, or for companies based in the UK, the registered office.
SCHEDULE 1
The Material
The source code of the Package known as [-7].
SCHEDULE 2
Material: Technical Information
The Material shall be supplied with details of the following:
1 Details of the deposit: full name and version details, number of
media items, media type and density, file or archive format, list or
retrieval commands, archive hardware and operating system details.
2 Name and functionality of each module/application of the Material.
3 Names and versions of development tools etc.
4 Documentation describing the procedures for building / compiling /
executing / using the software (technical notes, user guides).
5 Hardcopy directory listings of the contents of the media.
6 Name and contact details of employee(s) with knowledge of how to
maintain and support the Material.
SCHEDULE 3
Confidentiality Undertaking
This undertaking is given on release of the Material pursuant to an Escrow
Agreement dated [ ] between:
(1) [-1] ("the Owner");
(2) [-4] ("the Licensee"); and
(3) NCC ESCROW INTERNATIONAL LIMITED ("NCC");
1 Definitions contained in the Escrow Agreement will apply to this
undertaking.
4 of 6 Version 1: August 1997
2 In consideration of NCC delivering the Material to the Licensee, the
Licensee undertakes with the Owner and NCC:
2.1 to use the Material only for the purpose of understanding,
maintaining and correcting the Package exclusively on behalf of the
Licensee;
2.2 not to use the Material for any other purpose nor disclose it to any
person save such of its employees or contractors who need to know
the same in order to understand, maintain and correct the Package
exclusively on behalf of the Licensee. In that event such
contractors shall enter into a Confidentiality Undertaking direct
with NCC in similar terms to this Undertaking;
2.3 to hold all media containing the Material in a safe and secure
environment when not in use; and
2.4 forthwith to destroy the same should the Licensee cease to be
entitled to use the Package.
SCHEDULE 4
NCC's Fees (St(pound))
--------------------------------------------------------------------------------
DESCRIPTION FEE OWNER LICENSEE
--------------------------------------------------------------------------------
1 Initial Fee (payable on completion of
this Agreement)
--------------------------------------------------------------------------------
2 Annual Fee (payable on completion of
this Agreement and on each anniversary
thereafter)
--------------------------------------------------------------------------------
3 Update Fee (per update after the first
4 updates per annum)
--------------------------------------------------------------------------------
4 Storage Fee (per annum, per cubic foot
payable if the source code exceeds 1
cubic foot)
--------------------------------------------------------------------------------
5 Liability Fee (per annum, (pound)100 per
(pound)500,000 of liability exceeding
(pound)500,000)
--------------------------------------------------------------------------------
6 Release Fee (plus NCC's reasonable
expenses) NIL 100%
--------------------------------------------------------------------------------
1 All fees are subject to VAT where applicable*
2 All fees are reviewed by NCC from time to time
* only applicable to countries within the EU.
Signed on behalf of [-1]
Name
--------------------------------------:------------------------------------
Position:
----------------------------------: (Authorised Signatory)
Signed on behalf of [-4]
Name
--------------------------------------:------------------------------------
Position:
----------------------------------: (Authorised Signatory)
Signed on behalf of NCC ESCROW INTERNATIONAL LIMITED
Name
--------------------------------------:------------------------------------
Position:
----------------------------------: (Authorised Signatory)
Version 1: August 1997 5 of 6
XXX000X0X.XX (C) NCC Escrow International Limited 1997
Any queries regarding this document should be directed to:
Contracts Administrator
NCC Escrow International Limited
Xxxxxx Xxxxx
Xxxxxx Xxxx
Xxxxxxxxxx X0 0XX
Xxxxxxx
Telephone: x00 (0) 000 000 0000
Fax: x00 (0) 000 000 0000
E-mail: xxxxxx@xxx.xx.xx
The following information is referenced within this agreement:
[-1] Owner's Name
[-2] Owner's Registered Office
[-3] Owner's Company Registration Number*
[-4] Licensee's Name
[-5] Licensee's Registered Office
[-6] Licensee's Company Registration Number*
[-7] Name Of Package
[INITIALS ILLEGIBLE] [INITIALS ILLEGIBLE]
20.3.98 30.4.98
