Publisher License Agreement Exhibits

EXHIBIT A

Publisher Information, Title and Delivery Schedule 

PUBLISHER NAME:    

ADDRESS:     

PHONE:     

FAX:     

 

LEGAL CONTACT:    

PHONE:     

EMAIL:     

 

BUSINESS CONTACT:    

PHONE :     

EMAIL :     

 

PRODUCTION CONTACT:    

PHONE:     

EMAIL:     

ATTACH AND AMEND TITLE AND DELIVERY SCHEDULE HERE (ELECTRONIC VERSION MAY BE CONVEYED UNDER SEPARATE COVER). ANY TITLES SUBMITTED TO CEL BY PUBLISHER OR PUBLISHER’S AGENT SHALL BE AUTOMATICALLY DEEMED ADDED TO THIS EXHIBIT A.

ISBN

Title

Author

Imprint

List Price

Pub Date

Delivery Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 









EXHIBIT B





Pricing/File Delivery Conditions and Licensing Options

1. Customer Pricing

Pricing for access to Publisher’s Electronic Titles will be set by CEL subject to the terms set forth herein.

2. Publisher Delivery Obligations

Publisher will provide CEL with one (1) digital file for each Title, in an electronic format acceptable to CEL. For each Title delivered, Publisher will provide bibliographic metadata in either Onix or spreadsheet form, with additional fields describing approved licensing terms for each title.

3. Licensing Options

CEL offers several business models for Publisher consideration. Publisher may designate licensing model by title using the codes shown below in the metadata supplied. Publisher may subsequently change model designations with notice to CEL.

Code

Means

LD

Title is available only under Licensed Access model.

PA

Title is available only under Perpetual Access model.

B

Title is available under both Licensed Access and Perpetual Access models

 

 

Titles made available under both “PA”and “B” options will also be made available under the PDA, STL and CR models outlined in Exhibit E.

4. Single-viewer and Multiple-viewerAccess

The Perpetual Access Business Model has the capacity to restrict the number of viewers who may view a Title simultaneously. Where a Title is offered for Perpetual Access distribution, the default option will be multiple-viewer access. But Publisher may designate certain Titles as “to be made available under single-viewer access only. “ The single and multiple-user access designation may be changed by Publisher from time to time at its option, although this may not be changed retroactively for customers who have previously purchased titles under a particular option.

EXHIBIT C

Publisher Compensation

For each calendar period after Publisher has met its delivery obligations under this Agreement, CEL shall pay Publisher (60) sixty days after the end of the period as follows:

1. Licensed Access (Subscription) Sales

1.1 All revenues from sales of the Service (net of any refunds) are deposited into a Split Pool. The Publisher will receive 50% of the portion of this Pool attributed to the value of the Publisher’s titles. Attribution of value is calculated by a weighting formula which takes into account both the number of Publisher’s Titles expressed as a percentage of the number of titles in the Service as well as the usage of the Publisher’s Titles (views, copies and prints) expressed as a percentage of the total usage made of the Service. Full details of this calculation are provided in Exhibit D.

2. Perpetual Access Licenses

2.1 Except as set forth in Section 2.2 below, for each Title sold under the Perpetual Access Business Model, CEL will pay Publisher a percentage of the Published Retail Price for such Title, based on the usage model chosen by the customer as follows:

Usage Model

Compensation Due to Publisher

Single Viewer

70% of Publisher Library eBook Price

Multiple Viewers

105% of Publisher Library eBook Price

A “Customer”in the above table is defined as an institution.

2.2.Multiple-institution Consortium Sale:The compensation due Publisher for any Consortium Sale will be determined by mutual agreement between CEL and Publisher. For the avoidance of doubt, (i) the Parties will attempt in good faith to negotiate a fair price, and (ii) CEL may not include the Perpetual Access Titles in a Consortium Sale unless the compensation due Publisher for such form of arrangement has been specifically agreed to in writing (including facsimile or e-mail) by Publisher before CEL enters into the Consortium Sale.   

3. Patron-Driven Acquisition

In order to enable individual users to drive the acquisition of content by institutional Customers, CEL may allow institutional Customers’ authorized users to access Electronic Titles hosted by CEL without charge, until a Trigger Event triggers a PDA-Qualified Commercial Transaction.

Definitions:

 a.  “PDA-Qualified Commercial Transaction”is the payment of a fee by a customer in order to receive access to an Electronic Title (s) under any of the following business models authorized by Publisher under this Agreement:

          • Perpetual Access
          • Short-Term Loan
          • Corporate Rental

b. The “Content” of an Electronic Title includes its main text, but may in CEL’s discretion exclude non-substantive pages (e.g., cover, front matter, and back matter). If Publisher has not properly book-marked the front matter and back matter, CEL reserves the right to programmatically treat a reasonable set of pages (i.e.,up to 5% of the book or a maximum of 30 pages, whichever is fewer) as non-substantive.

c. A “Trigger Event” is an occurrence defined by CEL, which triggers a customer’s PDA-Qualified Commercial Transaction. If any one of the following should ever happen, it would always constitute a Trigger Event:

    1. An end user has viewed the Content of an Electronic Title for ten consecutive minutes.
    2. An end user has viewed ten unique pages of the Content of an Electronic Title during a single session.
    3. One page (or portion thereof) of the Content of an Electronic Title has been copied or printed.
    4. Three (3) Short-Term Loans of any duration have been purchased by the Customer. 

Subject always to the above, CEL reserves the right to impose additional Trigger Events on customers (e.g., CEL may establish a Trigger Event when Content is viewed for only three minutes,but could not in any event extend the free viewing period past ten minutes.)

Exceptions to the above restrictions and exclusions may be permitted by Publisher on a case-by-case basis.

4. Short-Term Loan

Institutional or individual Customers may license the use of Electronic Titles for a period of time (a Short Term Loan;). Based on the duration of the license, a “Published Retail Short-Term-Loan Price” will be calculated as a percentage (see tables below) of the Published Retail Ebook Price of the book,for the purpose of determining Publisher’s fee. For each Short Term Loan, CEL will pay Publisher the same portion of the Published Retail Short-Term-Loan Price as was agreed in the Prior Agreement for Perpetual Access sales of the same title.

Published Retail Short-Term-Loan Price

Institutions and Individuals

(Not for use in the Corporate Market, as defined in Section 3.)

Loan Period

Percentage of Published Retail Ebook Price

1 day

10%

7 days

15%

14 days

20%

28 days

25%

















 

 

 

 





Example:

  • The Published Retail Ebook Price of a hypothetical title is $100
  • Under the Prior Agreement, if CEL had sold one copy of the title to a university for use by a single person at a time, CEL would have paid Publisher a specified portion (P%) of the Published Retail Ebook Price. The fee for such sale would have been P% of $100.
  • If CEL instead makes a Short Term Loan of the title to the university for 28 days for use by a single person at a time, CEL calculates a Published Retail Short-Term-Loan Price (based on the chart above) of 25% of $100 = $25.
  • For this loan, CEL pays Publisher its previously-agreed portion of the Published Retail Short-Term-Loan Price. The fee CEL pays Publisher for this loan would be P% of $25.

5. Corporate Rental

“Corporate Market” means business organizations worldwide, regardless of form of ownership (including without limitation corporations, associations, partnerships, sole proprietors,for-profit and nonprofit organizations), subject to the following restrictions and exclusions:

  • Includes governments, government agencies, quasi-governmental organizations, international governing bodies(such as the EU or UN) and their agencies, NGOs, and the like, provided however that such entities may only license the Titles for use by their own staff, and not for dissemination to third parties, unless permitted by Publisher on a case-by-case basis;
  • Excludes universities, colleges,technical schools, grade schools, and public and community libraries;
  • Excludes professional societies and associations;

Institutions in the Corporate Market may license the use of Electronic Titles for a period of time (a“Rental”).  Based on the duration of the license, a “Published Retail Rental Price” will be calculated as a percentage(see tables below) of the Published Retail Ebook Price of the book, for the purpose of determining Publisher’s fee. For each Rental, CEL will pay Publisher the same portion of the Published Retail Rental Price as was agreed in the Prior Agreement for Perpetual Access sales of the same title.

EXHIBIT D





Split Pool Calculation Detail for Licensed Access Sales





Collections in the Canadian Electronic Library are sold to libraries, corporations, and other institutions for simultaneous online access to, copying/pasting of, and printing of electronic content in these collections for a defined period. Publishers contributing titles to CEL Collections are paid a share of revenue.





Publishers are paid on a semi-annual basis, as of June 30 and December 31. Payments are made within 60 days of the end of the period.

 

All revenues from Licensed Access Sales are deposited in the Split Pool. Each publisher’s share of the Pool is based in part on the number of titles contributed to the collection expressed as a percentage of the total number of titles (the “Title Inclusion Pool”), and in larger part on the frequency with which users view, copy/paste, print or download pages from the publisher’s titles expressed as a percentage of the total number of uses (the “Usage Pool”).





Example

 

This example shows how “Publisher A” would be paid in one period, given these assumptions

      • Revenue from subscription sales (the Split Pool Amount) in the period is $100,000.
      • Publisher A’s contracted revenue share with CEL is 50%.
      • There are 4,000 titles in the Collection as of the end of the period.
      • Publisher A has contributed 400 titles to the Collection.
      • The title inclusion factor is 25% and the usage factor is 75%.

a. Title inclusion portion. Publisher A’s share of the title inclusion portion of the Pool is determined as follows: 

((400 [titles contributed] / 4,000 [total titles in Collection]) x (($100,000 [Pool Amount] x 25% [Inclusion Factor]) x 50% [Royalty percentage] 

b. Title Usage portion. Assuming that there are 30,000 pages viewed, copied, printed or downloaded during the period and 5,000 of these uses are attributed to Publisher A’s titles, Publisher A earns the following Usage payment:

((5000 [Publisher A pages used] / 30,000[total pages used]) x (($100,000 [Pool Amount] x 75% [Inclusion Factor]) x 50% [Royalty percentage]

Total Payment. Publisher A receives a total payment of $7500 ($1250 for Title Inclusion and $6250 for Title Usage) for this period.

Reports

Semi-annual reports to publishers provide full detail on the revenue attributed to each title contributed.

Exhibit E

desLibris

Added April 30, 2013, Revised July 28, 2014







CEL has developed a subsidiary channel branded "desLibris" for the distribution of ebooks to libraries under an alternative business model.

Publisher Compensation

The desLibris license model is subscription, so compensation for inclusion in the Basic Membership Collection is covered under the "Licensed Access Sales" provision in Exhibit C. Revenues from desLibris are added to the Split Pool described in Exhibit D.



Special Collections

Upon mutual agreement, publishers may elect to include their titles in a desLibris Special Collection. 

Special Collection Publishers may establish their own pricing and terms of sale. Once established, the pricing and terms of sale applicable to a Collection are valid for one calendar year. Pricing and terms of sale may be changed once a year for the following calendar year between September 1 and October 31 of the previous year. Any changes made after that date will not be effective until the following calendar year. The same conditions apply to withdrawal of Special Collection; this may be done only annually between these dates. 

Seventy percent (70%) of all revenues from sales of each Special Collection (net of any refunds) will be paid to the owner of the Collection.