Column Introduction

In a previous Tips article, Breezy Silver provided some tips and tricks to help those new to database/vendor license negotiation and management. Since there are always ongoing questions, concerns, and changes to licensing business data for various use cases within academia, Kelly LaVoice and Erin Wachowicz continue this conversation and provide additional challenges and guidance that will help academic librarians work with commercial vendors and their institutions’ constituents on this complex topic. Ryan Splenda and Eve Wider, Column Editors

Collection development challenges come in each stage of the procurement process; from content coverage to pricing, librarians work to identify and acquire optimal collections for their constituents. An increasingly intricate area within collection development is licensing. A license agreement between a publisher and client outlines the rights of both the owner and client when providing access to a product or service for a set period of time. The document will also include details on what both parties can and cannot do and the compensation that will be exchanged. It is common practice for subscribers to suggest changes to a standard agreement, working alongside a vendor to ensure a final contract protects the rights and interests of both parties. Without a formal background in contract law, librarians may find license agreements intimidating.

The level to which a subject librarian is responsible for negotiating the terms of a license varies by institution. While some librarians may work with colleagues within their library systems, such as an e-resources librarian or acquisitions specialist, others may have direct responsibilities for negotiating with vendors during this part of the acquisition process. Some librarians work directly with a Business School to pursue subscriptions and do not have a team within the library to advise on the process. A library liaison may also be asked to assist a faculty member with acquiring data for a research project. Regardless of who is funding the data, the librarian can play a role in licensing by utilizing their unique expertise in research processes. It is increasingly vital for business librarians to have a solid understanding of licenses and to feel confident negotiating changes on behalf of their institution.

In 2019, our colleague Breezy Silver published an informative introduction for librarians new to licensing content. The article covers key elements of licenses, including clauses about permitted users, access methods, term lengths, indemnification clauses, jurisdiction, accessibility, and more. It is extremely helpful for anyone interested in learning more about the components of a license agreement.

We aim to continue this conversation about licensing content by discussing specific challenges when working with commercial vendors. For many business and financial data vendors, academia is not their primary market. Contracts are designed for commercial use by non-academic institutions. We cannot overstate the importance of this, as the logic behind many of the challenging clauses in these license agreements ultimately are rooted in concerns over lost revenue. Many of these terms are not typically found in other library licenses and can be difficult for even the most seasoned acquisitions librarians. A business librarian, working alongside acquisitions colleagues, University General Counsel, and procurement officers, can provide a valuable perspective that can enhance negotiations.

First, we will highlight some common obstacles librarians encounter when licensing business content. We will explain why these circumstances can be difficult for teaching and research and why they may create technical, financial, and administrative burdens. In most cases, these challenges will impact anyone working within academia, whether licensing for the library system, individual faculty members, or an entire academic department. After outlining why these clauses can be problematic for our user communities, we will present strategies for negotiating changes to these clauses. We will also emphasize the importance of developing networks of colleagues working through the same challenges. Finally, we will share tips for having difficult conversations with stakeholders in your institution when negotiations do not go your way.

Challenges

Moving Forward: Strategies and Considerations

The challenges we briefly outlined above are complex; there is no one-size-fits-all solution to negotiating these issues with vendors. Your institution’s tolerance for risk-taking may significantly impact its approach to each of these considerations. Context matters: working through a license on behalf of an individual researcher for a one-year project is different from negotiating a campus-wide subscription you intend to continually renew. We recommend the following tips for preparing to be a part of these workflows.

Tip 1: Do not assume the parties interested in the content will read the license or understand the impact of every condition in the license. Workflows may vary by institution, but it is possible that a researcher requests content, and a third party in the library or business school handles the license and sets up access. As a formal liaison to a faculty member or part of a library unit focused on procurement, your role is to ensure the researchers requesting the content understand the terms of use.

If a researcher has the funds to acquire data, they may not realize that other roadblocks to the acquisition exist. You may want to start by asking the original data requester and/or researchers to meet with you and explain the scope of their project. Ask about the project’s duration, if co-authors or research assistants will be involved, and if they have a plan for analyzing, storing, and working with large data sets. This information is helpful to have when negotiating a complex license agreement. This context can also help if you must explain to a researcher why a license could not be successfully negotiated.

Tip 2: Don’t be afraid to bring your researcher into the negotiation process when necessary. Ensure that they understand how the terms of the contract could impact the scope of their intended research project. In certain situations, bringing a vendor and researcher together could help negotiate a compromise on terms both parties find agreeable. A vendor may be willing to change the language in the license when they better understand a researcher’s vision. For example, a request to download 40 years of data may sound threatening to a vendor from the standpoint of a potential loss of intellectual property. Allow the researcher to explain how looking at trends in historical data will allow them to make sense of current trends. Allow the researcher to explain how they will analyze the data and to what extent they would want to share any of the data in a publication. If a vendor feels comfortable with the use case, they can bring it back to their legal team and ask for changes.

The faculty members’ expertise adds unique value to the process. They will have their own network of colleagues to connect with about the value of the data and any license limitations. In some circumstances, a faculty member may have relevant contextual information about transactions between the vendor and other institutions that have caused the vendor to change license terms in a more restrictive or less restrictive way. Faculty members may come together to try to negotiate through their professional organizations. Business faculty members often serve as advisors to groups or financial institutions that sell data and can potentially use this influence to encourage an organization to be flexible when working with academics.

A researcher may feel frustrated with the vendor if they are unwilling to change terms that your institution cannot accept. But by allowing them to participate in the process, they will hopefully understand that you did everything from your position in the library to advocate for changes on their behalf. The faculty member may then ask you to help them identify other potential data sources for a project. A strong relationship may form, as the faculty member understands your expertise better and views you as a partner and advocate in these areas.

Tip 3: We believe it is important to grow your professional networks and work closely with academic library colleagues who license similar content. A vendor may not initially want to make concessions to your institution, but if you are aware that they made that concession for a peer institution, you have an enhanced position when negotiating. While vendors may not support clients talking amongst themselves, it is perfectly legal to do so if the agreement permits or if you are not yet a client and reviewing a license with no promise of commitment. Colleagues may also be able to share language they developed that a vendor has already approved for you to utilize during your negotiations. Depending on the type of content you usually work with, you may find library professional organizations extremely valuable. Or you may find organizations with business school employees, financial professionals, or information scientists more beneficial. As you ask colleagues for their unique perspectives, remember that you are also a valuable colleague! Your experiences with a particular sub-discipline of business, research methods, trends in scholarship, and past experiences negotiating content may in turn help a colleague who has helped you with their own unique experiences.

Some professional associations have worked together to establish set pricing for members and agreements that address the common needs of academic clients. The vendor may assign a representative to work directly with one of these groups as they would with individual clients. For example, regional groups like the Association of Southeastern Research Libraries (ASERL) and Northeast Research Libraries (NERL) or organizations like the Academic Business Library Directors (ABLD) can negotiate for transparent pricing and reasonable terms. These workflows benefit both parties. In addition to pricing transparency, these arrangements allow a group of professionals representing diverse institutions to develop a fair and agreeable set of terms for teaching and research. It also helps vendors to better understand their clients. If most academic clients are requesting the same terms, it makes sense to develop a custom academic license that can be used, saving time from renegotiating point by point with each new client.

Some peers have made significant strides fighting for transparency in terms and pricing, which allows professional networks to collaborate more easily. Public institutions may have more support from vendors in this area. For example, Cornell University Library publishes an annual list of spending by vendor (Koennecke, 2019). A project like this can be used for benchmarking, especially at institutions of a similar size with similar programs.

Tip 4: It is critical to pay close attention to the rapidly changing information market. An increasingly significant challenge in this area is the impact of the consolidation of business information vendors. For example, in the past few years, Mergent and Refinitiv have both been acquired by the London Stock Exchange Group (FTSE Russell, 2016; London Stock Exchange Group plc, 2022). S&P Global has merged with IHS Markit (S&P Global, 2022). Morningstar has acquired Sustainalytics (Morningstar, Inc., 2020). FactSet has acquired CUSIP Global Services (FactSet, 2022). With a shrinking landscape of potential information providers, we fear that negotiating power may be decreasing. A smaller vendor that previously offered reasonable terms may now come to clients at renewal times with significantly different license agreements and pricing models. These firms may or may not have an academic client manager who can explain academic use cases and advocate for clients. However, this also presents an opportunity; if academic clients continue to deliver the same messaging to vendors, it increases the chances of vendors considering making changes to products and licenses. Vendors must recognize that educational institutions are training the next generation of business leaders; having their platforms available at a business school ensures that future leaders know about their products. Hence, adding more academic institutions as clients is good for business.

Conclusion

While we do not have any easy solutions to these common licensing problems, we hope this article draws attention to clauses in business resources that potentially cause concern. Since many business librarians do not have formal legal training, we believe additional professional development for understanding and negotiating licenses is critical. Librarians can use their knowledge of academic resource practices to advocate for their user communities and ensure licenses do not restrict the potential for scholarly output or put undue burdens on their institutions. The perspective of a business librarian is unique. The relationship with faculty, knowledge of business and related academic disciplines, experience with scholarly research processes, and connections to networks of peers working through the same licenses add value to an institution’s licensing process.

In writing this column, our goal is to start an ongoing discussion we hope to have with colleagues and vendors alike. We look forward to continuing our collective work in these areas and increasing librarians’ negotiation power.