York University Libraries
(Adopted May 2015. Revised July 2022.)
To promote openness and fairness among libraries that license scholarly resources, York University Libraries (YUL) does not enter into vendor contracts that require nondisclosure of pricing information or other information that does not constitute a trade secret. All new and renewed licenses submitted with nondisclosure or confidentiality clauses will not be signed but will be referred to the Dean of Libraries for a final decision.
Background and Rationale
Electronic resources provided to university communities via libraries often require a license that governs the terms of use of the product. Some publishers and consortial agencies request that libraries treat the subscription price as confidential information and to not disclose it to third parties. In the past, many libraries including YUL have tolerated these clauses in the belief that they might result in a lower cost. YUL does not accept this position and believes that non-disclosure agreements offer little benefits to libraries or to the communities that they serve.
The International Coalition of Library Consortia states that “Nondisclosure language should not be required for any licensing agreement, particularly language that would preclude library consortia from sharing pricing and other significant terms and conditions with other consortia.”¹ More recently, the Canadian Research Knowledge Network has called for elimination of non-disclosure agreements on the basis that “global transparency enables equal access to information, fosters trusts, and leads to fair negotiations for fair agreements.”²
The more openly that libraries can communicate with one another about vendor offers, the better they are able to weigh the costs and benefits of any individual offer. Transparency results in better licensing terms, or at the very least allows libraries to negotiate with vendors in a more informed manner. Moreover, as a public institution we are conscious of our duty to shepherd public funds and our commitment to enshrining transparency in our content licensing practices.
Nondisclosure agreements conflict with the needs of YUL librarians and staff to work openly, collaboratively and transparently. This conflict increases the likelihood that the terms of a nondisclosure agreement would be inadvertently violated, posing a threat to the University.
YUL endorses the position of the Association of Research Libraries³ and the Canadian Association of Research Libraries⁴ that member libraries should not sign (or accept new or revised) agreements that include confidentiality or nondisclosure clauses. In addition, YUL supports the omission of nondisclosure clauses in consortial arrangements, such as those negotiated by CRKN and OCUL, and encourages these consortial bodies to negotiate with vendors and publishers to that effect. Further, YUL will share upon request information contained in these agreements (save for trade secrets or proprietary technical details).
(This statement of principle and its background and rationale are largely taken from Cornell University Library’s Position on Nondisclosure Clauses in Licenses. Additional content comes from the University of Alberta Libraries Statement of Principle on Non-disclosure Clauses in Licenses. YUL thanks both institutions for their permission to reuse and to adapt.)
References
¹ International Coalition of Library Consortia (ICOLC). (2004). Statement of current perspective and preferred practices for selection and purchase of electronic information (Update No. 2, Pricing and Economics). https://www.icolc.net/statements/statement-current-perspective-and-preferred-practices-selection-and-purchase-electronic (Accessed July 2022).
² Canadian Knowledge Research Network, CRKN Licensing Principles. https://www.crkn-rcdr.ca/en/crkn-licensing-principles (Accessed July 2022).
³ Blixrud, J. (2009). ARL encourages members to refrain from signing nondisclosure or confidentiality clauses. ARL News (June 5). https://www.arl.org/news/arl-encourages-members-to-refrain-from-signing-nondisclosure-or-confidentiality-clauses/ (Accessed July 2022).
⁴ CARL (Canadian Association of Research Libraries) (2010). Nondisclosure clauses. https://www.carl-abrc.ca/about-carl/governance/principles (Accessed July 2022).