READI

(Rights for Electronic Access to and Delivery of Information)

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DEFINING THE PRODUCT OR SERVICE

Definition

This contract element identifies (either by name or type), the specific products or services being bought/sold/licensed by the parties. Some contracts identify (in detail) included products or services in appendices.

Discussion

Our research concluded that products and services should be identified as specifically as possible (for example, precisely describing the services being provided, CD-ROM, online databases, etc.). Should the contract cover multiple products or services, each item should be identified specifically, either here or in an appendix.

Specific parts of the product or service should likewise be identified either in this element of the contract or in an appendix. For example, if a product or service provides for the delivery of abstracts only (or, say, full text), then the contract should specifically state those parameters. Certain services also provide for document delivery (among other features) and each part of the product or service may be outlined in this element or in an appendix.

Further specificity, such as technical specifications (for bandwidth, hardware requirements, delivery standards, color requirements, etc.) is often not defined in the opening

definitional paragraphs, but addressed elsewhere in the agreement (perhaps in a section of "Technical Specifications").

Benefits

The most obvious benefit identified by panelists for including highly specific descriptions of delivered products or services, is that it offers both parties an unambiguous identification of exactly what the contract encompasses. Specificity should help minimize later disputes over the exact nature of the products or services being delivered. It offers the buyer a level of protection from receiving significantly less than was thought and cautions the seller from making claims that might be so broad as to be misinterpreted by the buyer.

Our research disclosed that it was especially important to note that product technical specifications (bandwidth, hardware requirements, etc.) not be mistaken for a definition of the product or service. Most parties prefer to review and change contract elements periodically rather than draft a general description intended for all future eventualities.

Risks

Things change. Panelists expressed the view that as new technologies and services are added by the seller, it is not always clear that new extensions and enhancements fall within the original contract definitions. Sellers may believe that they can add fees (or other reimbursements/credits) for newly introduced or upgraded services or products. Buyers, on the other hand, may hold that existing product or service definitions cover upgraded or enhanced versions.

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