READI

(Rights for Electronic Access to and Delivery of Information)

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DISPUTES

Definition

A clause that outlines the protocols under which disputes covered under the terms of the agreement are adjudicated.

Discussion

Inasmuch as the protocols for dealing with disputes arising from contracts are integral with classic contractual law and language, it is recommended that terms addressing disputes in agreements dealing with online information introduce language developed historically by the legal profession. It is recommended that standard legal guides be consulted in this connection and that attorneys be engaged to create appropriate texts.

Disputes may arise dealing specifically with technical (and other) matters of delivery and accessibility. It is suggested that buyers and sellers also review the entries under "Warranties," "Liabilities," and "Compliance" as guides in this regard.

Caution should be exercised--especially when it comes to third-party actors in the chain of information. Information delivered to buyers is not often owned directly by certain information providers. Instead, there is a long chain of sellership transfer and licensing that occurs from the original seller (who may be an individual author) to the seller of information and eventually to the end-user. Disputes may arise between the vendor and the buyer of information, yet the source of the dispute may have an earlier origin (with the copyright holder, author, publisher, or some other individual or entity). In such cases, in order to adjudicate the dispute, third parties, not signatory to the current contract, may need to be consulted and engaged in the dispute. It is recommended, therefore, that contract signers pay close attention to the "Warranties" section of the agreement to insure themselves that the vendor has secured the proper rights (or indeed owns the information) and has the authority to sell (or license) it all (or in part).

As institutions become more dependant on electronic access to information, it is important that contracts provide for institutions to continue to receive or have access to information during disputes. Otherwise, during a dispute, the institution may find itself without the resources it has come to depend upon. Alternatively, contracts might provide for the ability of institutions to seek access to the information through other sources while a dispute is in progress.

In those cases where the vendor is not the seller of the information, it is recommended that the buyer have the authority to gain access to the information from the original copyright seller (or some other source) in the event the vendor fails to deliver it during a dispute.

Benefits

It is recommended that protocols for adjudicating disputes be simple to manage and do not require costly and lengthy legal intervention.

Our research has revealed that the costs associated with developing, negotiating, and agreeing to language and guidelines for the management of disputes at the time of contract negotiation are many times less than at the time of a dispute (should one occur).

Risks

No matter how well defined the protocols for adjudicating disputes are formulated, no language can prevent disputes from escalating and from introducing costly and lengthy legal burdens. There is little either party can do to prevent an aggressive litigator from introducing frivolous claims and from limiting or endangering access to information during disputes.

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Any comments, or feedback?		Last Update:   Wednesday, 03 July, 2002 - 04:22 PM - EDT