DOC1858839336.pdf

Procure-to-Pay 3835 Holdrege Street | Lincoln, NE 68583-0742 | 402.472.2126 nebraska.edu/p2p

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier JOHNS HOPKINS UNIVERSITY PROJECT

MUSE

Contact Supplier: Johns Hopkins University Press/ Project

MUSE

Phillip Hearn, Senior Publisher Relations Manager Email: phearn.muse@jhu.edu

Sourcing Agent Mike Hendrickson Email

REQUESTING DEPARTMENT

Participating Campuses

UNO

Administrative Unit/Dept.

UNO's Office of Latino/Latin American Studies (OLLAS) Dr. Cristian Dona-Reveco, Director Email: cdona@unomaha.edu

Department Contact

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

This new contract will change the host and publisher of the Journal of Latino/Latin Studies (JOLLAS).

John Hopkins University Press through ProjectMUSE will become the new host an of the Journal of Latino/Latin American Studies (JOLLAS), which is managed by t Latino/Latin American Studies (OLLAS) at the University of Nebraska at Omaha (

Contract Document Document Amt Total Amt Start Date End Date Notes

Revenue contract 0.00 0.00 01/01/2026 12/31/2030

COMPETITION/BID INFORMATION

Bid Number N/A Competition Revenue contract Contract Information

N/A

INTERNAL USE ONLY

CW36188

University of Nebraska

Scope of Work for Services

John Hopkins University Press

Exhibit A

1. OVERVIEW

Summary of what is going to be provided.

John Hopkins University Press through ProjectMUSE will become the new host and publisher of the Journal of Latino/Latin American Studies (JOLLAS), which is managed by the Office of Latino/Latin American Studies (OLLAS) at the University of Nebraska at Omaha (UNO)

2. DELIVERABLES

2.1 First main goal/requirement Description

(a) Details about goal/requirement or Milestone OLLAS’ Journal of Latino/Latin American Studies (JOLLAS), will be uploaded to ProjectMUSE website and access will be given to subscribers.

(i) Additional Details about goals or requirements or milestones

2.2 Second main goal/requirement Description

(a) Details about goal/requirement or Milestone New issues and/or articles will be added to the journal website by ProjectMuse shortly after the editors of JOLLAS decide they are ready to be published and submit them to ProjectMuse.

(i) Additional Details about goals or requirements or milestones

3. PRICE AND PAYMENT

3.1 Describe payment terms

(a) How do they get paid. They will provide an invoice to pay for their services

(b) Invoice must have…

(i) Actual hours worked each invoice period and/or royalties earned.

(c) Invoice monthly? Quarterly?

3.2 Price Increases

(a) Allowed?

(b) Is there an increase price No

(c) Can they be requested anytime or just at renewal N/A

4. CONTRACT TERM

4.1 Initial

(a) How long? 4 years

4.2 Renewals

(a) How many Indefinite

(b) How long

4.3 Cancellation

Questions:

1. Is this contract only for one year? No

2. Is there a possibility of any renewals happening? Yes

2025 Project MUSE Journal Publishers Licensing Agreement v.2025 1

Project MUSE Publisher’s Licensing Agreement

This LICENSING AGREEMENT (“Agreement”) by and between Johns Hopkins University on behalf of Johns Hopkins University Press (“JHUP”), whose address is 2715 North Charles St., Baltimore, MD 21218, and BOARD OF REGENTS OF THE UNIVERSITY OF NEBRASKA (“Publisher”), whose primary business address is Varner Hall, 3835 Holdrege, Lincoln, N 68503-1435, is entered into as of the date it has been signed by both parties (“Effective Date”).

WHEREAS, JHUP is a publisher of scholarly publications and part of The Johns Hopkins University, a nonprofit educational institution organized under the laws of Maryland, and is the creator, developer, owner, and distributor of an online electronic Database of scholarly Electronic Journals known as Project MUSE®; and

WHEREAS, the Publisher is the owner or duly authorized Publisher of one or more Electronic Journals listed in Appendix A, and

WHEREAS, JHUP will market, sell, distribute, and support the use of the Project MUSE Database as a whole or in one or more subsets (“Collections”) directly to Subscribers, intending to reach institutions and organizations supporting scholarly research; and

WHEREAS, the Publisher and JHUP desire mutually to provide for the inclusion and distribution of the Electronic Journal or Journals as a component of the Project MUSE Database under the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. DEFINITIONS

The terms defined herein when used with initial capitalization will, for all purposes of this Licensing Agreement, have the meanings herein specified, unless the context expressly or by necessary implication otherwise requires, and such meaning will apply whether a term is in singular or plural (e.g., “Journal” or “Journals”).

Collection: a subset of Electronic Journals from the Project MUSE Database made available to Subscribers consistent with the terms of this Licensing Agreement.

Database: the aggregation in the Database Format of retrievable and searchable forms of the Electronic Journal or Journals licensed to JHUP by the Publishers as it is created, maintained, and distributed by JHUP to Subscribers consistent with the terms of this Licensing Agreement.

Database Format: those data-encoding methods and/or forms used by JHUP to convert and encode the Electronic Journals and other related information for inclusion in the Database, components of which include, but are not limited to PDF, HTML, SGML/XML, related graphics files, related multimedia and/or data files, and any additional or alternative encoded text standards that JHUP may, from time to time, adopt in the future, including technologies that do not exist.

Electronic Access: methods for users to view the information in, and obtain information from, the Database in its original form.

2025 Project MUSE Journal Publishers Licensing Agreement v.2025 2

Electronic Journal: an electronic serial, usually issued in successive parts and assigned a unique electronic standard serial number (ESSN), usually having numerical or chronological designations and intended to be continued with no predetermined end. This definition excludes works intended to be published in a finite number of parts.

Publisher: the party that legally has or acts as agent for the owner of the intellectual property rights of an Electronic Journal or Journals and that is authorized to grant a nonexclusive worldwide license to include the Electronic Journal or Journals in the Project MUSE Database.

Journal: a type of serial, usually issued in successive parts and assigned two unique international standard serial numbers (ISSN) for print and electronic editions, usually having numerical or chronological designations and intended to be continued with no predetermined end. This definition excludes works intended to be published in a finite number of parts.

Subscriber: any institution, organization, library, consortium, agency, or other party named in a Subscription Licensing Agreement.

Subscription Licensing Agreement: a written agreement between JHUP and another party providing for access to, and use of, the Project MUSE Database subject to the terms, conditions, and prices set forth therein, as determined from time to time by JHUP, with the input of the Project MUSE Publisher Working Group and Advisory Board, and consistent with the terms and conditions of this Publisher’s Licensing Agreement.

II. GRANT OF LICENSE

A. Publisher hereby grants to JHUP a nonexclusive worldwide license to use, distribute, market, and sell the full text of the Electronic Journal(s), listed in Appendix A, in the Project MUSE Database and its Collections. A grant of license may be terminated only at the end of a volume year. Each Journal in Appendix A shall be considered a collective work, as that term is defined in US copyright law. JHUP will have the right to license the Database to Subscribers to make such use of the Electronic Journal(s) in a Database Format as is provided in the Subscription Licensing Agreement, attached as Appendix B. Publisher agrees that JHUP may advertise the availability of the Project MUSE Database, or Collections, for the purpose of promoting to the potential Subscribers. In that regard, Publisher agrees that JHUP may use the name of the Publisher and the title of, and excerpts from, the Electronic Journal(s) for such promotional access.

B. JHUP acknowledges that all rights, title, and other proprietary interests of the Publisher, including but not limited to the Publisher’s copyrights and trademarks, as such may exist, will be retained by the Publisher, subject to this license and JHUP’s right to license the Electronic Journal(s) to subscribers. All Publication content is subject to “fair use” provisions of US or applicable international copyright law. All rights in the Electronic Journal(s) not expressly conveyed in this Agreement are retained by the Publisher.

C. JHUP shall own the copyright rights in the Database Format, including but not limited to software, search engines, user interfaces, source code, and metadata, subject to the intellectual property rights of third parties, such as licensors of software programs used in the development of the Database. Publisher will retain and have all right, title, and interest in and to its Electronic Journals and the contents thereof, subject to the License granted to JHUP in this Agreement.

D. JHUP also agrees to make reasonable efforts to limit downloading and/or printing of articles in the Database to only one electronic and one paper copy for each user and to inform users of this

2025 Project MUSE Journal Publishers Licensing Agreement v.2025 3 policy. The parties hereby agree that including notice of these efforts in the Database Terms and Conditions shall constitute such reasonable limits.

E. Publisher agrees that once any issue of the Electronic Journals has been converted for inclusion in the Project MUSE Database under the terms of this Licensing Agreement, its conversion in the Database Format will, at the option of JHUP, remain within the Project MUSE Database and its archive and receive royalties as described in Section III.B. Inclusion in the Database and accrual of royalty will continue regardless of whether this Licensing Agreement is later terminated in accordance with Section IX and future Issues of the Electronic Journal(s) thus cease being included in the Project MUSE Database, due to such termination or for any other reason including, but not limited to, the Publishers’ discontinuation of its publication of the Electronic Journal(s) or the Publisher’s agreements with third parties.

III. ROYALTY POOLS

A. JHUP agrees to accrue royalty for the benefit of the Publisher as follows:

1. JHUP will accrue 55% of the Project MUSE Net Subscription Income, hereinafter defined as Royalty Pool A. Net Subscription Income is defined as income net of consortia or agent discounts and print cancellation reimbursements.

2. JHUP will accrue a percentage of the total Operating Surplus, hereinafter defined as

Royalty Pool B. The Operating Surplus will be determined by the following calculation:

Net Subscription Income, less accruals for Royalty Pool A, less Operating Expenses = Operating Surplus. The amount accrued will be determined by the following schedule:

For $1 to $4,000,000 of annual surplus:

75% will be accrued into Royalty Pool B

For $4,000,000 to $5,500,000 of annual surplus:

80% will be accrued into Royalty Pool B

For over $5,500,001 of annual surplus:

85% will be accrued into Royalty Pool B

3. Amounts accrued to Royalty Pools A and B shall be combined. If the combined Royalty

Pools exceeds 75% of Net Subscription Income the total will be paid at 75% in that year.

B. Amounts accrued to Royalty Pools A and B less 1% or $200,000 paid to journals not providing current content shall be combined and allocated to each of the included Electronic Journals licensed in the Project MUSE Database under this Agreement.

1. For Journals that supplied content for the full year (“Active Electronic Journals”) royalties are payable as follows:

a. 50% will be divided among the Active Electronic Journals based upon each Active Electronic Journal’s annual usage as a % of total annual usage of all files in the Database.

2025 Project MUSE Journal Publishers Licensing Agreement v.2025 4

b. 30%will be divided among the Active Electronic Journals based upon each Active Electronic Journal’s annual total number of HTML bytes provided as a % of the total annual HTML bytes in the Database.

c. 20% will be divided among the Active Electronic Journals based upon that Active Electronic Journal’s assigned Score for that year as a percentage of the sum of the Scores of all Active Electronic Journals in the Database. The Score is defined in Appendix E attached hereto and shall be assigned by JHUP to each of the Active Electronic Journals included in the Database during May of each year for that year.

2. For Journals not providing current-year content, 1% of the combined royalty pool, not to exceed $200,000, will be divided and allocated among them based upon each such Journal’s annual usage as a % of total annual usage of all such files in the Database.

C. Royalties will be calculated on a calendar year basis throughout the term of the Agreement.

Payments provided for hereunder will be made by JHUP to the Publisher within 90 days following the end of the calendar year, and will be accompanied by a written statement.

D. The Publisher shall have the right to audit, no more than once per year, during business hours, at its own expense, and through an independent accounting firm, the royalty statement prepared by JHUP. JHUP shall reimburse any deficit and if the deficit exceeds 5% of the amount paid, JHUP shall be liable in addition, for the Publisher’s reasonable costs in carrying out the inspection.

E. Operating Expenses referenced in Section III.A.2 above include the direct operating costs of Project MUSE including but not limited to salaries, employee benefits, rent, office expenses, database technical infrastructure costs, marketing costs, product development costs, research costs, and direct management costs. In addition, JHUP will add to Project MUSE’s Operating Expenses a charge for general JHUP Overhead expenses consisting of general management, accounting, information technology support, and office management actually incurred by JHUP. This amount may increase annually but by no more than 5%.

F. JHUP shall reimburse the Publisher of an Electronic Journal during the initial three (3) years that the Electronic Journal is licensed to Project MUSE if a Subscriber cancels the print version of its subscription after licensing the journal through the Project MUSE Database. The reimbursement will be one time only per subscriber and per subscriber subscription (see Appendix C).

G. In the event that an Electronic Journal or Journals are withdrawn from this Licensing Agreement during the term of the agreement in accordance with the provisions of Section IX, the Electronic Journal or Journals shall be considered Archive Electronic Journals and will be eligible to receive a usage royalty from the amount set aside in section III. B. 2. for the year in which the Electronic Journal becomes Archive-only, and any subsequent years.

IV. RESPONSIBILITIES OF EACH PARTY

A. JHUP

1. JHUP will be responsible for the development and operation of the Project MUSE Database and Electronic Access thereto, including but not limited to maintaining and supporting

2025 Project MUSE Journal Publishers Licensing Agreement v.2025 5 software and converted data from the Electronic Journals in Database Format, and JHUP will make available on its system updates or new releases thereof to Subscribers, as the converted data are ready for access or delivery. Each party will designate a representative, which it may change from time to time, of its organization to be available during normal business hours to consult with the other regarding technical, content, formatting, quality control, delivery, and related matters when necessary.

2. JHUP shall set policies and procedures and administer all activities of Project MUSE after consultation with a Project MUSE Publisher Working Group and Advisory Board (see Appendix D).

3. JHUP shall hold a Publishers’ Meeting annually to report on Project MUSE activities for the period ending December 31, including providing updated information on finances, usage statistics, sales, customers, consortia, future plans, and other information of interest to the participating publishers. The annual meeting will take place each year in the spring. A printed report will be provided to participating publishers two (2) weeks prior to the annual meeting.

4. JHUP shall handle all marketing of Project MUSE to libraries, research institutions, individuals, and other entities. JHUP shall establish prices and discount policies, after consultation with the Project MUSE Publisher Working Group and Advisory Board, including annual price increases on the packages and discounts for volume pricing for consortia; volume pricing for number of titles subscribed; discounts for special libraries and public libraries; pricing for full Database, Collections, or other bundles configured from all participating Electronic Journals; and the like.

5. JHUP shall manage financial accounts, collect payments, pay expenses, and distribute royalties on behalf of the Electronic Journals in Project MUSE.

6. For Project MUSE, JHUP also shall be responsible for sales to consortia, generating and mailing invoices and renewal notices, hosting the Database on a secure file server, providing computer hardware and software, providing a back up server, placing materials online from the receipt of files in approved formats and artwork for each issue, archiving these files electronically, negotiating agreements with third-party vendors and other information aggregators, providing technical knowledge and support, providing 24-hour access to authorized subscribers and users, creating the search engine, and supervising the design, appearance, and navigability of the interface, and overseeing the functionality.

7. JHUP shall provide Publisher statistics on article-title usage of each Electronic Journal through a password-protected unique resource locator (URL).

8. JHUP shall provide Publisher access to the names of Project MUSE Subscribers at no charge.

Postal mailing lists will be provided to Publishers at a nominal charge to cover costs of preparation.

9. If desired by the Publisher, JHUP shall provide access to Publisher content through passwords or encrypted link (referring URLs). This access is for individual society members for the Publisher’s Electronic Journals sponsored by societies or for individual subscribers to any Publisher Electronic Journal. Access is for individuals only. Access will not be offered to institutional society members. Publisher shall provide necessary member information to JHUP to authorize and verify access. JHUP may request usage information for content

2025 Project MUSE Journal Publishers Licensing Agreement v.2025 6 accessed via encrypted link. If desired, JHUP may host society Web sites at separate fees to be determined for each case.

10. If desired by the Publisher, JHUP shall provide password access to the Publisher to maintain and update certain materials at the Project MUSE server site, such as each Electronic Journal’s front matter, editorial board members, and other standing information that must be changed from time to time.

11. JHUP shall ensure that all participating publishers are treated equally. It will allow no publisher to negotiate financial terms for participation in Project MUSE that are not also offered to all other participating publishers. In particular, once accepted into the Project MUSE database, the Electronic Journals published by JHUP will be treated within the Project MUSE database and in all matters related to Project MUSE subscriptions and/or finances in precisely the same manner as the Electronic Journals of other publishers that are included in Project MUSE.

12. JHUP shall not make available Electronic Journals to any person, unless they, or the institution of which they are a member or employee, is bound by a Subscription Licensing Agreement. JHUP shall terminate the access of any Subscriber who is in material breach of a Subscription Licensing Agreement.

13. JHUP shall not remove any by-lines, disclaimers, or copyright notices from any material submitted by the Publisher and shall, if requested by the Publisher, forthwith withdraw from all its products any material that the Publisher believes on bona fide legal grounds, to be, or is likely to be, infringing the rights of another person, or is otherwise illegal.

2025 Project MUSE Journal Publishers Licensing Agreement v.2025 7

B. PUBLISHER

1. Publisher shall provide JHUP with new prices for its Electronic Journal(s) in the Project MUSE Database along with a list of any new Electronic Journal(s) to be added by July 1 each year, so that JHUP can calculate selling prices and categories for the Project MUSE Database and Collections for the forthcoming year.

2. File Submission

a. Publisher shall send electronic files according to JHUP specifications for each

Electronic Journal issue at least two (2) weeks ahead of the mail date for the print edition of the Journal. Issues must be received in time for release in Project MUSE on or by the mail date of the print version to fulfill our Subscription Licensing Agreements with Libraries. JHUP will communicate specific requirements to individual Publishers at least once per calendar year. JHUP and Publisher acknowledge that, from time to time, changes to file submission requirements will be necessary. JHUP will work with Publisher to resolve concerns related to compliance with requirements.

b. Publisher shall alert JHUP of any file submission delays or changes to the mail dates at least two (2) weeks prior to the actual mail date of the print edition.

c. If a Publisher submits files late, JHUP reserves the right to withhold royalties from that Publisher to cover the costs of outsourcing or overtime necessary to launch the Publisher’s late files and to maintain the schedules for those Publishers whose files are submitted on time.

d. If requested by the Publisher, Publisher shall have the opportunity to check content prior to release for online publication of Publisher’s Electronic Journals. Unless JHUP and the Publisher have agreed in writing to another schedule for review and correction of content, the Publisher shall send corrections, if any, to JHUP within one (1) working day of receipt of the files to check. If Publisher has not responded within one

(1) working day, JHUP shall proceed with online publication.

3. Publisher shall be responsible for obtaining authors’ Agreements for including their materials in Project MUSE and shall obtain necessary permissions for re-use of artwork or other copyrighted materials.

4. Publisher may maintain front matter of its Electronic Journals at the Project MUSE host site.

5. Publisher may link home pages for its Journals at Publisher’s own Web site to Publisher’s home page in Project MUSE.

6. Publisher may promote its Electronic Journals’ participation in Project MUSE in Publisher’s own catalogs and other sales materials, on the Publisher’s own Web site, and in the print Journals’ pages. Upon request, Publisher shall allow JHUP to review any such promotional materials. All orders and payments shall be directed to Project MUSE.

7. If JHUP has distributed passwords to access Project MUSE to the Publisher, the Publisher shall use all reasonable efforts to ensure that its article-level content available through Project MUSE is accessible by authorized users only and that information that would enable access is not available on open or nonrestricted websites.

2025 Project MUSE Journal Publishers Licensing Agreement v.2025 8

V. PRESERVATION AND ARCHIVING

A. Publisher acknowledges that JHUP archives and preserves the Publisher’s Electronic Journals through participation in the following programs.

1. Lots of Copies Keep Stuff Safe (LOCKSS), located at Stanford University, is a multi-institutional, multi-publisher initiative to create a permanent web publishing and access system. LOCKSS allows librarians at participating institutions to take custody of and preserve access to the e-content to which they subscribe in a digital preservation appliance called a “LOCKSS box.”

2. Portico, a part of Ithaka, is a not-for profit service committed to the preservation of digital publications. Portico preserves content through a format-based migration strategy in a centralized “dark archive.”

B. Publisher authorizes JHUP to provide copies of Publisher’s Electronic Journals to Portico.

C. Publisher acknowledges that any costs for archival and preservation services deemed reasonable and customary by JHUP shall be borne by JHUP. Content to which institutions have authorized Electronic Access will be made available to licensed LOCKSS and Portico participants in the unlikely event that the Publisher’s Electronic Journals are no longer available through the Project MUSE Database for reasons including but not limited to: Project MUSE is no longer in business, the Electronic Journals are no longer offered, or Project MUSE, due to catastrophic failure, is no longer able to provide access to the Electronic Journals for a certain period of time, due to technical difficulties or any business interruption, bankruptcy, insolvency, receivership or business failure under the terms set forth in the agreement between JHUP and the two programs, as may be amended from time to time.

D. Publisher acknowledges that when a subscribing institution cancels and no longer has access to the Electronic Journals in the Project MUSE Database, the institution may also use the LOCKSS system to gain access to that content to which institutions had authorized Electronic Access.

Newly published content is not available to readers at canceling institution, nor to the institution’s LOCKSS “boxes.”

VI. LIMITED TRADEMARK LICENSE

The Publisher hereby grants to JHUP a nonexclusive, royalty-free, worldwide right and license to use and incorporate the trademarks of its Electronic Journals in connection with the promotion of the Database during the term of this Agreement. JHUP agrees to adhere to standards consistent with the high level of quality associated with such trademarks, and the Publisher will provide, upon request, samples of any available literature containing such trademarks.

VII. DERIVATIVES, SPIN-OFFS, ANTHOLOGIES

Publisher retains the right of refusal to participate in derivatives, spin-offs, anthologies, and like works.

VIII. REPRESENTATIONS AND WARRANTIES

A. Publisher represents and warrants that it possesses all rights, power, and authority to enter into this

Licensing Agreement and that there is nothing known to the Publisher, including but not limited to its publishing and copyright arrangements and understandings with authors, editors, and other parties, 2025 Project MUSE Journal Publishers Licensing Agreement v.2025 9 that would prevent it from performing its obligations, or Project MUSE in exercising the rights granted it, under the terms and conditions of this Licensing Agreement. JHUP represents and warrants that it has the full right, power, and authority to enter into this Licensing Agreement and that there is nothing known to JHUP that would prevent it from performing its obligations under the terms and conditions imposed upon it by this Licensing Agreement. In the event of a dispute between Publisher and any contributor with respect to the electronic distribution of any article in the Database, JHUP shall have the right to remove such article from the Database, and will do so upon the Publisher’s request.

B. JHUP agrees not to alter the scholarly content of the Publication in exercising the License granted herein.

C. Publisher assures JHUP that Publisher will not infringe on the copyright of others. Publisher further agrees that it will not knowingly publish in the Publications any matter that is libelous or actionable.

Publisher will indemnify and hold harmless JHUP against any and all such liability, both to JHUP and the public, for the publication of such matter. JHUP may refuse to convert to Database Format form any material deemed by JHUP to be in violation of this provision. This right of refusal will not relieve the Publisher of liability both to JHUP and to the public for matter contained in the Publications that may be libelous or actionable and to both JHUP and copyright owners for copyright infringement by the Publisher. Should Publisher be legally compelled to withdraw material, upon notification JHUP will remove the specified material from the Database.

D. Except for Publishers that are part of institutions defined in VIII.E, the Publisher shall indemnify and hold harmless JHUP, its affiliates and its and their directors, officers, employees, agents, successors, assigns, licensees, and distributors against any and all judgments, settlements, penalties, costs and expenses, including attorney’s fees, paid or incurred in connection with any action, suit, claim, and/or proceeding, by any party which arises from the Publisher’s use or distribution of the Journals or any material therein, or from Document Delivery. In connection with the foregoing, JHUP shall give the Publisher prompt written notice of all actions, suits, claims, and/or proceedings, provide reasonable cooperation in the investigation and defense of the same, and permit Publisher to defend such matters at its expense with the legal counsel of its choice. Except as otherwise provided in this paragraph and in VIII.E, each party shall pay its respective costs and/or losses in the event of a claim by a third party relating to the subject matter of this Agreement.

E. If the Publisher is part of a State Institution, the Publisher shall be solely responsible to the full extent allowable by state law, for all injuries and damages to third parties resulting from, based upon, or arising out of, damage or injury (including death) to persons or property caused by or sustained in connection with the use of the product by State or by conditions created thereby, or based upon any State violation of any statute, ordinance, code or regulation in connection with its performance under this Licensing Agreement. To the full extent allowed by law, the Publisher will indemnify and protect JHUP from third-party claims which may be brought against JHUP as a result of the alleged wrongful acts of or breach of this agreement by the Publisher. This provision does not waive any sovereign, statutory, or other immunity which Publisher may be entitled to assert in defense of such claim.

F. Except as otherwise provided herein, neither party makes any warranty to the other, express or implied, including all warranties of merchantability and fitness for a particular purpose. JHUP makes no warranties respecting the performance and availability of this Database, or any harm that may be caused by the transmission of a computer virus, worm, time bomb, or other such computer program.

JHUP further makes no warranty respecting improper usage of the Database by users.

G. These warranties, representations, and indemnifications shall survive the termination of this

Agreement.

2025 Project MUSE Journal Publishers Licensing Agreement v.2025 10

IX. TERM AND TERMINATION

A. This Licensing Agreement will remain in full force and effect until December 31, 2028, unless terminated in writing by either party upon giving at least six (6) months’ prior notice to the other party. If such notice is not received, this Licensing Agreement will automatically renew, subject to adjustments to Appendix A, for successive 1-year terms.

B. Notwithstanding Section IX.A above, either party hereto may terminate this Licensing Agreement by written notice of termination, upon material breach hereunder by the other party or if such other party fails to cure such default within 60 (sixty) days after written notice thereof. The cure period stated in the preceding sentence will not apply where the party in breach has exhausted a cure period specifically provided for herein in connection with the duty or obligation breached.

C. JHUP may terminate this Licensing Agreement by written notice of termination in the event

JHUP is unable to maintain and update the Project MUSE database and/or maintain and provide the Web-based access service thereto, due to technical, operational, financial, or other reasons. In such event, JHUP will, within ninety (90) days of notice, make a final payment to the Publisher of all amounts, if any, due hereunder, pro-rated for the subject period. The obligations of each party to the other will cease as of the date of termination, except for those provisions of this Licensing Agreement that survive any termination.

D. Except for termination in accordance with Section IX.C, upon termination of this Licensing

Agreement, Publisher will continue to deliver to JHUP the Electronic Journals necessary for JHUP to satisfy its contractual obligations relating to the Project MUSE Database and to its Subscription Licensing Agreements for a maximum period of twelve (12) months after the notice of termination. In the event of termination prior to the completion of the Electronic Journal’s current annual volume, the Publisher will continue to perform under the terms of this Licensing Agreement in order to enable JHUP to include in the Project MUSE Database all Issues of the Electronic Journal for said volume.

X. CONFIDENTIALITY

The parties will not, during the term of this Agreement and for three (3) years thereafter, disclose, nor permit any of their employees or agents to disclose, to any other person except for the Project MUSE Publishers and Staff, as well as the Publisher’s agent, officers, directors, lawyers, accountants, and other professional advisors, any Confidential Information, except as may be required by law. As used in this Agreement, “Confidential Information” means proprietary or trade secret information that is designated as confidential.

XI. GOVERNING LAW

This Agreement shall be interpreted and construed according to, and governed by, the laws of the State of Maryland or United States Federal Law, as applicable, excluding any such laws that might direct the application of the laws or another jurisdiction. Venue and jurisdiction for such disputes shall be Baltimore, Maryland.

XII. NOTICES

All notices and other communications herein provided for will be in writing and will be deemed given three (3) business days after same is sent by registered or certified mail, postage prepaid, to the persons

2025 Project MUSE Journal Publishers Licensing Agreement v.2025 11 and addresses stated below or to such other persons or addresses as the parties may designated by notice hereunder:

If to the Publisher:

BOARD OF REGENTS OF THE UNIVERSITY OF NEBRASKA

VARNER HALL

3835 HOLDREGE

LINCOLN, Nebraska 68503-1435 United States

If to JHUP:

Barbara Kline Pope Director The Johns Hopkins University Press 2715 North Charles Street Baltimore, MD 21218 Fax: 410-516-6968

XIII. MISCELLANEOUS

A. Entire Agreement: This Licensing Agreement and the Appendices and Rider attached thereto constitute the entire Agreement between the parties pertaining to the subject matter hereof and supersede all prior and contemporaneous communications, understandings, and agreements, whether oral or written. No modification or claimed waiver of any provision of this Agreement shall be valid except by written Amendment signed by authorized representatives of JHUP and the Publisher. This Agreement and any Amendments may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one Agreement. The entire Agreement may be modified only by the mutual approval and by an instrument in writing duly executed by both parties. If any one or more of the provisions of this Agreement is, for any reason, held to be unenforceable by a court or administrative agency, the remaining terms and conditions hereof will remain in full force and effect. Any provision to this Agreement may be waived at any time by a written acknowledgment signed by the party entitled to the benefit of such provision. Any such waiver by a party on a specific occasion and with regard to a specific provision will not be construed as waiver of the same or any other provision.

B. Nothing contained herein shall be deemed to create an agency, joint venture, or partnership relationship between the parties.

C. Force Majeure: Neither party shall be liable in damages or have the right to cancel this Licensing

Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control, including but not limited to Acts of God; Government restrictions (including the denial or cancellation of any export or other necessary license); wars; insurrections;

strikes; floods; work stoppages; unavailability of materials, carriers, or communications facilities;

and/or any other cause beyond the reasonable control of the party whose performance is affected.

D. Assignment: Neither party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party, whose consent shall not be unreasonably withheld or delayed. All of the terms of this Licensing Agreement will be binding upon and inure to the benefit of, and be enforceable by, parties and their respective heirs and successors.

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Except as expressly stated, nothing in this Licensing Agreement will be deemed to confer any benefit upon any person or entity that is not a party to this Licensing Agreement.

E. Headings: The headings used in this Licensing Agreement are for administrative convenience only and are not to be used to interpret this Licensing Agreement.

F. Consultants: Without limiting any provision of this Licensing Agreement, the Publisher recognizes that JHUP retains third-party independent contractors, consultants, service providers, and distributors (collectively, “Consultants”), to perform technology and distribution services for JHUP. Publisher hereby authorizes the Consultants to use the Publication to the extent of JHUP’s rights therein, subject to all the other terms and conditions of this Agreement, and solely for purposes of performing their respective obligations to JHUP.

G. Expenses of the Parties: Except as otherwise provided by this Licensing Agreement, the parties hereto will pay their own legal, accounting, administrative, production, and other costs incurred in connection with this Licensing Agreement.

H. Resolution of Controversy or Claim: The parties agree that if any controversy or claim arises out of, or relating to, this Licensing Agreement, or the breach thereof, the parties will attempt to resolve it by a good faith effort to reach a mutually acceptable settlement in a timely and economical manner.

I. If as a result of breach of any warranty or other term of this Licensing Agreement by the Publisher, JHUP is required to reimburse any Subscriber or otherwise suffers any monetary loss, JHUP will be reimbursed such amounts by Publisher. In addition to any other remedies, JHUP will be entitled to withhold funds due JHUP from any royalty payments to Publisher.

IN WITNESS WHEREOF, the parties have caused this Licensing Agreement to be duly executed as of the date and year first written above.

Signed, For the Publisher, Signature Date

Name

Position

For The Johns Hopkins University on behalf of JHUP, Barbara Kline Pope Date Executive Director, JHUP

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Appendix A. Electronic Journal(s) Licensed to Project MUSE

I. Active Electronic Journals (Royalties defined in III.B.1) Journal of Latino-Latin American Studies (JOLLAS) [joining 2026]

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Appendix B. Project MUSE® Institutional Subscriber Licensing Agreement

This Institutional Subscriber Licensing Agreement to Project MUSE is by and between The Johns Hopkins University Press (“JHUP”), a division of the Johns Hopkins University and the creator, owner, and distributor of Project MUSE®, and _______________________________________ _________________________________________________________(“Subscriber”).

I. RIGHTS AND RESPONSIBILITIES

A. Authorized Users

A subscription to a Project MUSE Collection grants unlimited access to the full text of the Journal titles in that collection for educational, research, and personal use by the faculty, staff, students, alumni, library patrons, and other Authorized Users of the Subscriber's campus/institutional network. Distance learners, alumni, and other off-campus affiliates may access Project MUSE if their internet access is through the campus network or via a secure proxy server.

Subscribers are expected to make their best feasible efforts to enable access to the Project MUSE Database only to faculty, students, staff, alumni, and walk-in library patrons using the campus' physical library facilities. There are no contractual limits on the number of Authorized Users from one campus at any given time.

B. Permitted

Provided that the copyright header attached to the article is retained, Authorized Users at the Subscriber's institution may

1. download and print one copy of each article for personal use and archive contents on their own personal computers

2. use an "offline browser" that allows downloading content from the site to be read later. The browser must be configured to request no more than one article per minute. Non-compliance with this rule will result in access to Project MUSE® being blocked until the problem is resolved. If the problem is repeated, the offending IP may be permanently blocked from accessing the Project MUSE® site.

3. send one copy by email, hard copy, or fax to one person in the subscriber's campus/institutional network at another location for that individual's personal use

4. distribute a copy of individual articles or items of the licensed materials in print or electronic form to Authorized Users, including the distribution of a copy for noncommercial educational purposes, to each individual student (Authorized User) in a class at a Subscriber’s institution

5. use a persistent URL, or durable URL, to the licensed materials, including full-text articles, for courses of instruction offered by the Subscribing Institution, where access is restricted to students enrolled in the course, to instructors, and to library staff maintaining the link, and such access is limited to the duration of the course. Each item should carry an appropriate acknowledgment of the source, copyright, and publisher, and the links to such items shall be deleted by the Subscriber when they are no longer required for such purpose.

6. provide facsimile images that are exact representations of the print Journal pages or of printouts from the electronic database for interlibrary loan under CONTU (National Commission on New Technological Uses of Copyright Works) (http://www.cni.org/docs/infopols/CONTU.html) guidelines and distributed in paper, fax, or digital form

7. place selected listings and notices on the campus network to inform users of availability

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8. display, download or print the Licensed materials for the purpose of internal marketing or testing or for training Authorized Users or groups of Authorized Users

C. Not Permitted

Authorized Users at the Subscriber' s institution may not

A. disseminate content from Project MUSE® outside the campus or institution by any means, except as noted above.

B. transmit the digital source code, whether plain ASCII or tagged, and use contents and articles from Project MUSE® in course packs

C. systematically download content by robots or other automatic processes without explicit approval from JHUP

D. burden server(s) with activities, such as computer programs, that automatically download content, commonly known as web robots, spiders, crawlers, wanderers, or accelerators. If there is evidence that such unauthorized activities have taken place, the Subscriber will be contacted, and access to the offending IP address(es) may be shut down if a prompt resolution is not achieved.

No refunds or credits will be given for time without access as a result of such activities.

E. remove, cover, overlay, obscure, block, or change any copyright notices, legends, or terms of use:

or modify or create a derivative work of any Journal content without the prior written permission of the copyright holder

F. re-use content for commercial use without prior written permission of the copyright holder

G. make agreements for access to Project MUSE® Journal content with individuals, organizations, vendors, affiliates, or partners, who are not Authorized Users.

Regarding section B.2 above, if the Subscriber becomes aware of unauthorized access to the Project MUSE® Database, it will notify JHUP immediately and cooperate in locating and attempting to stop the specific individuals who are abusing the service. If the specific abuser(s) cannot be identified or stopped, JHUP has the right to withhold, suspend, or terminate access to any or all licensed content, without liability.

II. COPYRIGHT AND PERMISSIONS

Unless otherwise noted, Publishers hold the copyright, both as a compilation and as individual articles, on all materials published in Journals in the Project MUSE® Database, whether the material is in print or electronic form. All Journal content is subject to "fair use" provisions of U.S. or applicable international copyright laws [http://www.copyright.gov/title17/92chap1.html]. A list of Publishers participating in Project MUSE can be found at http://muse.jhu.edu/about/publishers/index.html.

In the event of a dispute between a Publisher and any contributor with respect to the electronic distribution of any article in the Database, JHUP shall have the right to remove such article from the Database, and will do so upon the Publisher's request.

Requests for authorization to distribute copies of articles in this database for use outside of the provisions listed above should be sent to the Copyright Clearance Center (CCC). In preparing your request, please note the name of the copyright holder of the article and follow the CCC instructions for that copyright holder. No permission requests should be sent to Project MUSE®.

Copyright Clearance Center (CCC) 27 Congress, 222 Rosewood Drive Danvers, MA 01923 Phone: 978-750-8400 Fax: 978-646-8600

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Or make your request online: http://www.copyright.com/

III. ACCESS AND AUTHENTICATION

The Project MUSE® file server permits entry by recognizing the authorized IP addresses. Distance learners and alumni who access the internet via campus IP accounts or a secure proxy server may use Project MUSE®, but access is not available through independent service providers. Referring URL is also offered as an alternative method for remote access, so long as a secure system is in place, to allow only Authorized Users, as described above, access to Project MUSE® via the referring URL.

At the time the order is placed, the Subscriber provides IP addresses for the computers that require access to the electronic database. No credit is given for the submission of incorrect or incomplete IP ranges, or for IP information submitted late.

The Subscriber will make reasonable efforts to create and maintain appropriate security measures to ensure that only Authorized Users can access subscribed content online. The Subscriber also affirms that all IP addresses provided for use of online Journals are controlled by its institution exclusively for internet access by Authorized Users. Valid IP addresses must not include those of publicly accessible proxy or cache servers.

IV. USAGE STATISTICS

JHUP shall provide the Subscriber with COUNTER-compliant usage data on the articles downloaded, by Journal title, on a monthly basis for private internal use by JHUP and the Subscriber only.

V. ARCHIVING

Approximately 90 days after the expiration of an annual subscription term, Project MUSE® will provide the Subscriber, upon request, an archival (non-searchable) file on DVD-ROM or other appropriate media as determined by Project MUSE®, containing the content of all issues published online during the 12-month subscription term.

The Subscriber may participate in the LOCKSS (Lots of Copies Keeps Stuff Safe) system for archiving digitized publications. To benefit from this support, the Subscriber must install a LOCKSS cache at their institution. (See http://lockss.stanford.edu/ for further information.) The Subscriber may perpetually use the LOCKSS system to archive and restore Journal content, so long as use is otherwise consistent with this Agreement. Journal content may be made available to other LOCKSS system Subscribers who indicate a right to the subscribed Journal content.

VI. SUBSCRIPTION TERMS

A. Subscription Activation

For access to be enabled, the Subscriber must provide technical and administrative data about its campus or institution via the Project MUSE® online subscription form located at http://muse.jhu.edu/cgi-bin/institutional_subscription.cgi. Upon receipt of a fully completed order form, JHUP will permit the Subscriber access to the selected Project MUSE® contents.

B. Renewal

At renewal time, usually around September 1, Project MUSE® will provide the Subscriber with pricing information for the following year. No later than December 1, JHUP will invoice the Subscriber for renewal.