Nondisclosure Clauses in Licenses

Effective June 17, 2019, the University of Virginia Library will not enter into contracts that contain confidentiality clauses of any kind or require the nondisclosure of license terms. If the Library and vendor are unable to come to an agreement regarding the removal of such clauses or terms from the license, then the Library will not license that content. The University of Virginia Library, at its sole discretion, will openly share information contained in its licenses and agreements with interested parties.


The University of Virginia Library is fully committed to the values of open communication, transparency, and fiscal stewardship, as exemplified in the ARL Guiding Principles. It is the Library’s position that these sorts of clauses are incompatible with our core mission and values. The Association of Research Libraries and the International Coalition of Library Consortia have also strongly endorsed this position.

Furthermore, as an agency of the Commonwealth of Virginia, we are subject to the Virginia Freedom of Information Act. This act echoes the library community’s clear statements favoring transparency, declaring that “the affairs of government are not intended to be conducted in an atmosphere of secrecy since at all times the public is to be the beneficiary of any action taken at any level of government.” While there are exceptions and limitations in FOIA law to protect legitimate interests, such as security and privacy, these interests are not implicated by Library content licenses. A policy of openness that is built in to our agreements, rather than bolted on by cumbersome post hoc process, will ensure that we clearly and consistently honor the Commonwealth’s commitment to transparency without needless cost to the Library or our users.