Licensing and Negotiating

By the end of this section, you will understand:

  • The importance of principled negotiation and assertive communication in the licensing process, focusing on how to maintain professionalism even during challenging negotiations.
  • How to avoid stereotypes that can hinder effective communication between librarians and vendors, and why addressing these misconceptions is crucial for successful negotiations.
  • The value of involving your library community and internal parties during the negotiation process to ensure alignment and support.
  • The role of written documentation in negotiations, including why it is essential to clearly record agreements and expectations to protect both parties.
  • The significance of establishing workflows and checklists for negotiation, ensuring consistency and thoroughness throughout the licensing lifecycle.
  • How repeated practice and preparation can reduce anxiety and improve your effectiveness as a negotiator, including utilizing external resources.

Introduction

Now that we know the basic structure and contents of a license for electronic resources, we can discuss the negotiation process.

In the prior section, we learned about attempts to standardize licensing frameworks, with projects like SERU and LIBLICENSE. Even if these projects may not replace licenses, they help standardize the boilerplate that is commonly used among electronic resource licenses. Despite their success, there will likely always be some negotiation involved when licensing, especially big ticket products. This means we need to know what that process might look like, and how to engage in it, because in the end, the process is about developing relationships with vendors.

Principled Negotiation

Abbie Brown (2014) offers a number of great tips in her talk, and I want to highlight them.

First, her discussion of principled negotiation and assertive communication is important. Principled negotiation is about keeping negotiations in the licensing process professional, even when it feels personal or possibly emotional. Principled negotiation involves negotiating based on interests (i.e., your library's) rather than on positions, and aiming for mutually beneficial outcomes. Before you enter negotiations, keep in mind the objective you want to attain; and use reason, creativity, and problem solving skills to get there. To illustrate this, consider the following scenario:

Sean, the electronic resource librarian, is negotiating a renewal with a database vendor who proposes a 12% price increase.

Instead of reacting defensively, Sean begins calmly:

I appreciate the value your database brings to our students and faculty. However, our budget has not increased, so a 12% rise isn't feasible. Could we explore other options, such as extending the contract term or adjusting access tiers, to meet both our needs?

The vendor pushes back, noting that most institutions are accepting the new rate. Sean replies, maintaining composure:

I understand others may have different budgets. For us, sustainability is key. Let's look for a structure that keeps our access stable without exceeding this year's funding.

Assertive Communication

Assertive communication is being willing to express yourself. It means expressing your needs clearly, respectfully, and often succinctly without crossing into aggression. Aggression is never warranted. Brown's (2014) suggestion to have other people review your emails to check for tone and other issues before sending is golden. These days you could have AI to review your emails before sending.

Here is an example of clear, respectful, and succinct communication:

I understand your costs are rising, but our budget can't accommodate that increase. Let's look for an option that works for both of us.

The above is much better than the following, aggressive response:

Those prices are unreasonable. If you can't do better, we'll take our business elsewhere.

Or even this passive response, which sacrifices the library's interests:

Okay, if that's the new price, I guess we'll find a way to make it work.

Stereotypes

Brown (2014) also discusses, based on her experience, some stereotypes that get in the way of negotiating. These include:

  • Librarian stereotypes
  • Library stereotypes
  • Vendors stereotypes

Stereotypes, from either direction, should be avoided. For example, vendors may assume that librarians are inflexible or overly focused on cost-saving. Librarians may think that vendors are solely profit-driven. Either of these kinds of stereotypes lead to distrust. And among other reasons, they represent background misinformation that causes miscommunication.

In reality, there are people on both sides of the negotiating table, and although each side has their own self-interests, stereotypes prevent human connection. Reflecting on the stereotypes we have can reduce anxiety in the negotiation process. Consider the following scenario, where Maria addresses a stereotype head-on, and then resets the tone and moves the conversation toward shared goals:

During the phone call, the vendor jokes:

I know that librarians want everything for free.

Maria, the electronic resources librarian, replies:

I can see why you'd think cost is our only concern, but our priority is long-term value and reliability for our patrons. Let's focus on how this product supports that.

Community

As a negotiator, Brown (2014) described having to work with lots of people, including people in her own library. This is a great insight. It's important to talk through issues with colleagues and vendors. Aligning relevant parties and even users ensures that everyone is on the same page before approaching vendors. This helps underscore the importance of building internal consensus.

Put it in Writing

Brown's (2014) point about putting things in writing will help you. Written documentation serves as a binding record. It helps all parties avoid misunderstandings and provides a reference if disagreements arise. What we put down in writing thus entails a kind of commitment. As such, wording matters. You therefore want to write write well and succinctly.

Ambiguous/wordy example

It is understood that access to the database may be provided to authorized users for a reasonable duration, pending future agreement between both parties regarding renewal terms as deemed necessary.

Problems with this example:

  • Passive voice: "may be provided"
  • Vague terms: "reasonable duration", "future agreement"
  • No clear commitment

Clear/direct example

The vendor will provide access to the database for one year. Renewal terms will be reviewed and agreed upon by both parties before the end of the contract.

Strengths with this example:

  • active voice
  • precise timeline
  • clear responsibilities

Negotiation Workflows

Smith and Hartnett (2015) provide a real world example of the negotiating process that includes a workflow around licensing. Remember, document everything and revisit your documentation. Use that documentation to formalize checklists. Having a workflow in place around licensing helps ensure that all bases are covered.

Dygert and Barrett (2016) cover the specifics of licensing: what to look for, what shouldn't be given away, how to negotiate principally, and more. Dunie (2015) gets into the specifics of the negotiation process, which includes definitions of terms, business models, and strategies.

Example Negotiation Workflow

  1. Preparation
    • Review current licensing terms, usage data, and budget.
    • Identify needs and limits (e.g., price ceiling, access rights).
    • Gather internal input from selectors, IT, and access services.
  2. Initial Contact
    • Reach out to vendor to express interest or confirm renewal timelines.
    • Request draft terms or updated pricing.
  3. Evaluation
    • Compare proposed terms with prior agreements and peer institutions.
    • Highlight clauses that need clarification (e.g., perpetual access, usage stats).
  4. Negotiation
    • Use principled negotiation that focuses on interests and not positions.
    • Communicate assertively: be clear, respectful, and direct.
    • Document all discussions and proposed changes.
  5. Agreement Drafting
    • Confirm all revisions in writing.
    • Ensure institutional and legal review (if required).
  6. Finalization
    • Sign and store the license in a central repository (e.g., in a ERMS).
    • Communicate key terms to stakeholders (renewal date, access limits).
  7. Post-Negotiation Review
    • Record lessons learned and update the workflow or checklist for future use.

Conclusion

Becoming a skillful negotiator takes practice, but this section will help prepare you for the process. The main point I want to make is this: if you find yourself in a position where one of your job responsibilities is to negotiate with vendors for e-resources (or for anything else), then revisit these sources of information and spend additional time studying them. Repeated exposure to the negotiation experience will make the process less intimidating and improve your effectiveness over time. Sources like these, and others like them, such as those listed by Garofalo (2017), will prepare you if you study them.

Being prepared is the most important step.

Readings / References

Brown, A. (2014). Negotiation of E Resource licensing pricing terms. (2014, September 17). https://www.youtube.com/watch?v=LET4MWO7egI

Dunie, M. (2015). Chapter 3. Negotiating with content vendors: An art or a science? Library Technology Reports, 51(8), Article 8. https://journals.ala.org/index.php/ltr/article/view/5834

Dygert, C., & Barrett, H. (2016). Building your licensing and negotiation skills toolkit. The Serials Librarian, 70(1–4), 333–342. https://doi.org/10.1080/0361526X.2016.1157008

Garofalo, D. A. (2017). Tips from the trenches. Journal of Electronic Resources Librarianship, 29(2), 107–109. https://doi.org/10.1080/1941126X.2017.1304766

Smith, J., & Hartnett, E. (2015). The licensing lifecycle: From negotiation to compliance. The Serials Librarian, 68(1–4), 205–214. https://doi.org/10.1080/0361526X.2015.1017707

Additional References

ALA. (2006, August 25). Libraries and licensing. https://web.archive.org/web/20180611070938/http://www.ala.org/advocacy/copyright/librariesandlicensing/LibrariesAndLicensing

Chesler, A., & McKee, A. (2014). The shared electronic resource understanding (seru): Six years and still going strong. Information Standards Quarterly, 26(04), 20. https://doi.org/10.3789/isqv26no4.2014.05