Category Archives: Section 8.2

S 08.2

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Security Standard, Security Implementation Plan and Security Audits.

Also posted in Article 8, Settlement | Comments closed

S 08.2.1

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(a) Security Implementation Plan.

Also posted in Article 8, Section 8.2(a), Settlement | Comments closed

S 08.2.1.1

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(i) Compliance. At all times, Google, each Fully Participating Library and each Host Site shall comply with its own, then-in-effect Security Implementation Plan.

Also posted in Article 8, Section 8.2(a), Section 8.2(a)(i), Settlement | Comments closed

S 08.2.1.2

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(ii) Initial Security Implementation Plan. Google, each Fully Participating Library and each Host Site shall formulate an initial Security Implementation Plan that meets the requirements of the Security Standard and shall implement such initial Security Implementation Plan promptly on or before the Effective Date. After the Effective Date, until it submits to the Registry and implements an initial Security Implementation Plan (a) Google shall not make any Display Uses, other than Snippet Display of a Display Book, except as authorized by the Rightsholder or the Registry, (b) a Fully Participating Library shall not make any uses of its LDC or receive an LDC from Google, and (c) Google shall not provide a Host Site with a Research Corpus.

Also posted in Article 8, Section 8.2(a), Section 8.2(a)(ii), Settlement | Comments closed

S 08.2.1.3

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(iii) Revised Security Implementation Plan. Google, each Fully Participating Library and each Host Site may revise its Security Implementation Plan from time to time and, if it does so, shall implement such revised Security Implementation Plan.

Also posted in Article 8, Section 8.2(a), Section 8.2(a)(iii), Settlement | Comments closed

S 08.2.1.4

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(iv) Approval of Security Implementation Plan. Google, each Fully Participating Library and each Host Site shall submit its initial and any revised Security Implementation Plan to the Registry. The Registry shall review such Security Implementation Plan. Within sixty (60) days after such submission, the Registry will (1) approve such Security Implementation Plan, (2) notify Google, the Fully Participating Library or the Host Site, as applicable, that the Registry reasonably believes that any such Security Implementation Plan does not meet the requirements of the Security Standard, citing specific reasons for such belief, or (3) notify Google, the Fully Participating Library or the Host Site, as applicable, that the Registry requires additional time for such review for good cause, the reason therefor, and the date by which the Registry will respond, which additional time shall, in any event, not exceed sixty (60) additional days; provided, however, that if the Registry does not provide such notice, the Security Implementation Plan shall be deemed to be approved. Google, the Fully Participating Library or the Host Site, as applicable, if it determines to implement a new or revised security plan, shall respond to any notice given under clause (2) above within sixty (60) days, either by amending its Security Implementation Plan or by explaining in writing how its Security Implementation Plan meets the requirements of the Security Standard. Any disputes related thereto shall be resolved pursuant to Article IX (Dispute Resolution).

Also posted in Article 8, Section 8.2(a), Section 8.2(a)(iv), Settlement | Comments closed

S 08.2.2

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(b) Changes to Security Standard. Every two (2) years after the Effective Date during the term of this Amended Settlement Agreement, upon the Registry’s written request, Google, the Registry and up to a total of four (4) representatives on behalf of the Fully Participating Libraries (which four (4) representatives may include a representative of the Host Sites, at the option of the Fully Participating Libraries acting through the Designated Representative, and shall be selected in the manner set forth in Attachment 1 (Selection of Designated Representative and Security Representatives and Establishment of Governance Rules) to Exhibit C of the Library-Registry (Fully Participating) Agreement and are defined therein as the “Security Representatives”) will review and, if necessary, revise the Security Standard to take account of technological developments, including new threats to security, and will agree on a schedule for implementation of any changes in the Security Standard. This procedure is not intended to alter the relative obligations of Google, the Registry, the Fully Participating Libraries and the Host Sites under this Amended Settlement Agreement or analogous provisions incorporated into the Library-Registry (Fully Participating) Agreement or Host Site-Registry Agreement, as applicable, but to allow for changes in technology. To the extent possible, any such revisions to the Security Standard will not require drastic changes, substantial unreasonable additional costs, or new technology. If they are unable to agree upon changes, Google, the Registry and the Security Representatives shall resolve the dispute pursuant to Article IX (Dispute Resolution). The Fully Participating Libraries may change the Security Representatives for any reason, in the manner set forth in Attachment 1 to Exhibit C of the Library-Registry (Fully Participating) Agreement (Selection of Designated Representative and Security Representatives and Establishment of Governance Rules). Notwithstanding the foregoing, if the Fully Participating Libraries fail to designate any representatives by the two (2)-year anniversary of the Effective Date, thereafter, if, and for so long as, the Fully Participating Libraries have failed to select Security Representatives, Google and the Registry may agree to revisions to the Security Standard or, if they are unable to agree, then Google and the Registry shall resolve the dispute pursuant to Article IX (Dispute Resolution).

Also posted in Article 8, Section 8.2(b), Settlement | Comments closed

S 08.2.3

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(c) Audits.

Also posted in Article 8, Section 8.2(c), Settlement | Comments closed

S 08.2.3.1

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(i) Audited Parties. Audited Parties. Google, each Fully Participating Library and each Host Site (each, an “Audited Party”) will permit a mutually agreeable third party to conduct annual audits (or, if reasonably necessary, then semi-annual audits) of its security and usage to verify compliance with the Audited Party’s then-in-effect Security Implementation Plan. The auditor will be subject to a reasonable nondisclosure agreement (an “NDA”) provided by the Audited Party that protects the Audited Party’s confidential information. The auditor may provide a report of the audit to the Registry that the Audited Party is permitted to review in advance of its disclosure to ensure that no trade secrets or other proprietary information is disclosed by the auditors in the report. Such audit shall be conducted on reasonable prior notice on a date and at a time that is mutually agreed with the Audited Party and shall be conducted during the Audited Party’s normal business hours.

Also posted in Article 8, Section 8.2(c), Section 8.2(c)(i), Settlement | Comments closed

S 08.2.3.2

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(ii) Share of Audit Costs. Google and the Registry will share equally the Registry’s out-of-pocket costs of conducting audits of the Audited Parties, subject to the following limits:

Also posted in Article 8, Section 8.2(c), Section 8.2(c)(ii), Settlement | Comments closed

S 08.2.3.2.1

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(1) If there are a total of twenty-five (25) or fewer Host Sites and Fully Participating Library locations at which LDCs are located, Google’s share will not exceed two hundred thousand United States dollars (U.S. $200,000) for such costs incurred during a calendar year;

Also posted in Article 8, Section 8.2(c), Section 8.2(c)(ii), Section 8.2(c)(ii)(1), Settlement | Comments closed

S 08.2.3.2.2

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(2) For every additional ten (10) locations that are Host Sites and at which LDCs are located, Google’s share shall increase by one hundred thousand United States dollars (U.S. $100,000) for such costs incurred during a calendar year. Google shall be obligated to pay such one hundred thousand United States dollars (U.S. $100,000) toward such incurred costs when the first Fully Participating Library or Host Site over the previous group of ten (10) Fully Participating Libraries and Host Sites signs a Library-Registry (Fully Participating) Agreement or Host Site-Registry Agreement (i.e., the 26th, 36th, 46th, etc. Fully Participating Library or Host Site).

Also posted in Article 8, Section 8.2(c), Section 8.2(c)(ii), Section 8.2(c)(ii)(2), Settlement | Comments closed

S 08.2.3.3

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(iii) Adjustment to Audit Costs. The limits set forth in Section8.2(c)(ii) (Share of Audit Costs) shall be adjusted as of January 1 of each year to that amount which is equal to the product obtained by multiplying (1) the amount specified, by (2) a fraction, the numerator of which is the Consumer Price Index published for the immediately preceding year and the denominator of which is the Consumer Price Index published for 2008. The term “Consumer Price Index” means the “Consumer Price Index, for All Urban Consumers, Subgroup “All Items” (Base Year 1982-84=100),” which is, as of the Amended Settlement Agreement Date, published by the United States Department of Labor, Bureau of Labor Statistics. If, however, the Consumer Price Index is changed so that the base year is altered from that used as of the Amended Settlement Agreement Date, then the Consumer Price Index shall be converted in accordance with the conversion factor published by the United States Department of Labor, Bureau of Labor Statistics, to obtain the same results that would have been obtained had the base year not been changed. If no conversion factor is available or if the Consumer Price Index is otherwise changed, revised or discontinued for any reason, there shall be substituted in lieu thereof and the term “Consumer Price Index” as used in this Amended Settlement Agreement shall thereafter refer to the most nearly comparable official price index of the United States Government to obtain substantially the same result as would have been obtained had the original Consumer Price Index not been changed, revised or discontinued, which alternative index shall be selected by Google and shall be subject to the Registry’s reasonable approval.

Also posted in Article 8, Section 8.2(c), Section 8.2(c)(iii), Settlement | Comments closed

S 08.2.3.4

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(iv) No Carry Forward. If Google’s share of the Registry’s out-of pocket costs incurred in conducting audits for any calendar year does not exceed the limits set forth in Section 8.2(c)(ii) (Share of Audit Costs), then any difference between Google’s actual contribution toward such costs and such limits may not be carried forward to future years.

Also posted in Article 8, Section 8.2(c), Section 8.2(c)(iv), Settlement | Comments closed

S 08.2.3.5

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(v) Use of LDC for Non-Consumptive Research. If the use by one or more Fully Participating Libraries, other than any Fully Participating Libraries that are Host Sites, Hosting Fully Participating Libraries or Requesting Fully Participating Libraries, of its or their LDCs for Non-Consumptive Research pursuant to Section 7.2(b)(vi) (Use for Non-Consumptive Research) results in any additional out-of-pocket costs to the Registry of conducting audits of such Fully Participating Libraries, beyond the costs of conducting audits at Fully Participating Libraries that do not make such use of their LDCs, then the Fully Participating Libraries that use their LDCs for such purposes shall bear all such additional costs to the extent reasonable.

Also posted in Article 8, Section 8.2(c), Section 8.2(c)(v), Settlement | Comments closed