Publisher Content License Agreement This License Sales Agreement is made between Canadian Electronic Library, a corporation located in Ontario, Canada, ("CEL”) and You ("You" or "Your"). If you have registered for or on behalf of an entity, you are deemed to have accepted this Agreement on behalf of that entity. In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound,agree as follows: A. Definitions The following meanings shall apply to capitalized terms used herein: a. “Authenticated Library” means an institution which has entered a Customer Agreement with CEL. b. “Customer Agreement” means the standard Canadian Electronic Library Order Terms and Conditions, attached as Schedule A. c. “Electronic Titles” consist of the Titles in digital format suitable for online viewing, printing and copying/pasting which have been licensed to CEL by Publisher. d. “FTE” or “Full-Time Equivalent” is a measure of the number of people reasonably expected to be authorized by a customer to access an Electronic Title or collection of Electronic Titles. The specific method of measurement may vary from market to market (e.g., a foreign university purchasing an English-language Perpetual Access Title might estimate the number of its students and faculty proficient in English; an institution that limits access to use within a physical library might estimate anticipated users based on a multiple of the number of computers available in such library). e. “Hosted Service” means a secure system providing access and viewing functionality as well as secure digital rights management functions sufficient to protect the Intellectual Property Rights of the Publisher, and providing, at a minimum, the level of security set out in Section 11. A Hosted Service may be operated by CEL or by an agent licensed by CEL or on behalf of CEL or by a Perpetual Access Customer. f. “License” has the meaning set forth in Section 1. g. “Licensed Access Titles” are Titles that Publisher intends for distribution via CEL’s Licensed Access Business Model. h. “Licensed Access Business Model” is a service designed to facilitate archiving, retrieving, viewing, copying/pasting and printing of Electronic Titles, also known as the Subscription Service.Through this model, Electronic Titles are posted by CEL and made accessible to its customers on a limited-term basis over the Internet through Web sites branded and/or operated by CEL or third parties. The model enables CEL to collect fees for individual transactions involving printing and copying/pasting, and/or to charge fees for limited-term online access to and use of the Electronic Titles. i. “Multiple-institution Consortium Sale”is an arrangement to provide access to Perpetual Access Titles to more than one legally-distinct entities or institutions which have combined to license the Titles at reduced pricing based on a volume purchase. j. “Perpetual Access” is a perpetual right, subject to certain terms and conditions, held by a Perpetual Access Customer, to make a Perpetual Access Title available to its authorized end-users through a Single Viewer Usage Model or a Multiple Viewer Usage Model. k. “Perpetual Access Business Model” is the sale of a set of rights by CEL that includes Perpetual Access to certain Perpetual Access Titles, and may also include the right to access copies of such Perpetual Access Titles from a Secure Archive, in the event that the Service through which the customer had purchased Perpetual Access becomes unavailable to the customer. l. “Perpetual Access Customers” are individuals or single corporations or institutions that have purchased access to Perpetual Access Titles through the Perpetual Access Business Model.Cooperative purchasing groups or consortia are not defined as customers for purposes of payment to publishers. m. “Perpetual Access Titles” are Titles that Publisher has designated as approved for distribution under CEL’s Perpetual Access Business Model. n. “Publisher Retail Book Price” is the published price of a Perpetual Access Title, as determined by Publisher and communicated to CEL from time to time as described in this Agreement. o. “Secure Archives” are archives maintained by CEL or a reputable third party under contract with CEL and subject to confidentiality and file-protection obligations comparable to CEL’s obligations to Publisher as set out in Section 11. p. “Service” means the services provided by CEL to a customer, namely the distribution of Licensed Access Titles and Perpetual Access Titles, the provision of a Hosted Service and Secure Archives,and the licensing of the Ebrary software enabling a customer to access Electronic Titles in accordance with the Customer Agreement. q. “Titles” means the books, serials, or other literary work(s), graphics, cover art or other images distributed there with that are submitted to CEL by Publisher or Publisher’s agent.