March 20, 2024

How to Read a Contract!

In our joint webinar with SPARC and Authors Alliance, called How to Read a Contract, Sandra Aya Enimil, Program Director for Scholarly Communication and Information Policy at Yale Library and ONEAL Project founders Scarlet Galvan, Collection Strategist Librarian at Grand Valley State University and Katharine V. Macy, Collection Assessment Librarian at IUPUI presented a variety of strategies to help librarians learn to approach contracts with the kind of fine-toothed comb that finds loopholes and snags. “Read a contract the way you read the work of your enemy,” advises Enimil. And in an entertaining hour long session, almost 400 people joined us to read contracts—and then read them again.

Galvan’s presentation covered things to look out for in the contracts libraries sign with vendors. Non-disclosure agreements often “keep us from being good community stewards of our resources,” she noted, and the kinds of audits vendors often want in their contracts can be real threats to academic freedom. (Do you want the vendor to have the right to poke around on someone’s individual computer?). Galvan also hit on privacy and accessibility (“VPAT is almost never good enough”) and advised on how to ensure you negotiate the best possible contract for your library community and their values.

Macy discussed negotiating when you feel you are not in a position of power. From mental simulation—imagining how you’d approach the negotiation if you had all the power you wanted—to If-Then scenario planning, Macy provided strategies for librarians to bring to the table in negotiations. The ONEAL Project is launching an Open Educational Resource on negotiating later this month–sign up for their newsletter to know when it drops!

Enimil presented another type of contract: one a scholar publishing a monograph might sign. Authors reading contracts should know the rights they enter with and pay attention to which of those rights they are transferring or licensing when they sign the contract. Using a sample contract from "the University of Wakanda," Enimil touched on a variety of clauses of note, including exclusive and non-exclusive rights, non-competition, termination of agreement/reversion of rights, joint authors, and indemnification, emphasizing that if something gets changed or explained in an email or a phone conversation, it doesn’t count unless it’s in the contract you sign.

Nick Shockey of SPARC, Dave Hansen of Authors Alliance, and Jennie Rose Halperin offered some Q&A with the panelists to round things out. While there is no way to cover every contract concept in a one-hour webinar (much less in a blog post!), the presenters provided numerous resources for further reading as well as invitations to join their communities of practice. We were honored to host them! Check out the recording and the resources below.