This guide is designed to help librarians, researchers, and teachers understand and negotiate licensing agreements for electronic resources. Chapter 1 is an introduction to contract law. Chapter 2 describes the various types of licensing agreements, including shrink-wrap, Webwrap, and custom licenses that are negotiated clause-by-clause; examples are provided to illustrate common uses of these types of licenses and their ramifications for schools and libraries. A clause-by-clause examination of licenses is presented in chapter 3, including a chart offering examples of each clause, explaining its meaning, and noting what cautions should be exercised in interpreting it. Chapter 4 is designed to help prevent the signing away of special rights accorded to institutions by copyright law. Chapter 5 addresses how to determine which licenses are likely to be negotiable and which are not; the negotiation process and ways to use it effectively are described. Appendices include: (1) a checklist for evaluating licenses; (2) the text of the Digital Millennium Copyright Act of 1998: Provisions Relating to Libraries and Archives; (3) and the text of the International Coalition of Library Consortia's "Statement of Current Perspective and Preferred Practices for the Selection and Purchase of Electronic Information." Contains a glossary and an index. (AEF)