Policy on Non-disclosure Clauses in Licensing Agreements

The University of Chicago Library will not enter into vendor license agreements that require the non-disclosure of license or pricing information, with the exception of licenses that include proprietary trade secrets. Non-disclosure clauses run counter to our commitment to “cultivating an inclusive community, enhancing access to scholarly resources, advancing digital scholarship, engaging locally and globally, and excelling in a changing environment,” by hindering negotiations for fair and sustainable pricing of scholarly content and services and by preventing open communication about licenses with our community and peer institutions.

As the Library acts on our core values of collaboration and knowledge sharing and executes our role as a responsible steward of institutional funds, open conversations about pricing help us to negotiate fair and sustainable costs for the resources we license. This transparency allows us to better advocate for license terms that benefit researchers’ needs at the University of Chicago. For example, we negotiate to allow scholarly sharing among researchers at different institutions, to enable researchers to mine licensed content for data analysis; to prohibit user information from being shared with third parties; and to ensure that vendors improve the accessibility of their resources for users of all abilities. We agree with the Association of Research Libraries that, “an open market will result in better licensing terms.”