30 Marketing

Desired Result

The desired result of this section is to prevent unauthorized use of a licensee’s name and branding by the licensor without permission. By requiring permission from the licensee, it protects the academic institution’s reputation by preventing unauthorized use, which could imply endorsement or commercial association that might not align with the institution’s values or policies.

What it Means

Many academic institutions have specific guidelines for external use of their brand. This section is essential for protecting the institution’s reputation and maintaining control over its brand and identity. By requiring that the licensor obtain explicit permission before using the licensee’s name and branding in any marketing activities, the institution can avoid unwanted associations that may imply endorsement or partnership, which could be misaligned with its values or policies. It also ensures that any use of the institution’s name is consistent with internal guidelines and standards. Additionally, reserving the right to withdraw consent provides the institution with flexibility to respond to changes in perception, policy, or reputational concerns.

Desired Language

Example clause:

“Only if mutually agreed in writing by the parties may Licensor refer to the Licensee as Licensor’s customer in its sales presentations, on the Licensor website, in marketing materials and in other Licensor marketing activities which are limited and reasonable in scope to promote, advertise or otherwise market the products, services and/or business of Licensor. Licensee may limit, discontinue, and opt out of any reference and use of Licensee name, trademarks, or other identifiers by providing notice in accordance with this Agreement.” [Stock Academic License Agreement]

Tricks and Traps

The trick here is to ensure that any requests to use an institution’s branding are routed to the appropriate internal department, as libraries often lack the authority to grant such permissions. Clearly outlining the proper routing for these requests can streamline negotiations and avoid unnecessary delays.

A related marketing concern arises when licensors attempt to include provisions allowing them to contact and market directly to end users. While individual names and emails are typically not captured by licensors, it is crucial to address this language during negotiations to align with institutional and library guidelines. Direct marketing to end users is outside the scope of electronic resource license agreements and can be removed with proper attention during the negotiation process.

Importance and Risk

The importance of this section is to allow a licensee to control and limit the use of its brand and name in the licensor’s marketing efforts; thus, protecting the institution’s reputation, ensuring compliance with its policies, and managing direct communication to end users.

The primary risk addressed by this section is the potential misuse of the institution’s name and brand by the licensor, which could lead to reputational harm or public confusion regarding the nature of the relationship. Unauthorized use of the institution’s branding could imply an endorsement of the licensor’s products or services that the institution did not intend to convey. Another risk is that a library representative might inadvertently grant permission without proper authority, as brand management is often handled by a designated department. Additionally, if the licensor seeks to market directly to end users, there is a risk of violating institutional privacy guidelines and potentially compromising the user experience. Addressing and negotiating these terms helps to mitigate these risks and preserve the institution’s autonomy and integrity.