AGU site license - indemnity clause

["Donley, Leah" <donley@bnl.gov>]

Hello to all,

I am new to this list and found my way here after searching the 
archives.  I've pasted the indemnity clause from the AGU license 
below.

Has anyone successfully negotiated altering the language of this 
clause to remove the indemnification? AGU suggested alternate 
wording which basically removed the word "indemnify" without 
changing the meaning of the clause.  So far the examples I've 
found have both parties indemnifying each other, which will 
unfortunately not work for us as we cannot agree to indemnify a 
publisher.

SUBJECT TO APPLICABLE LAW, THE LICENSEE AGREES TO INDEMNIFY, 
DEFEND AND HOLD THE PUBLISHER HARMLESS FROM AND AGAINST ANY LOSS, 
DAMAGE, COSTS, LIABILITY AND EXPENSES (INCLUDING REASONABLE LEGAL 
AND PROFESSIONAL FEES) ARISING OUT OF ANY CLAIM OR LEGAL ACTION 
TAKEN AGAINST THE PUBLISHER RELATED TO OR IN ANY WAY CONNECTED 
WITH ANY USE OF THE LICENSED MATERIALS BY THE LICENSEE OR 
AUTHORIZED USERS NOT IN ACCORDANCE WITH THIS LICENSE OR ANY 
FAILURE BY THE LICENSEE TO PERFORM ITS OBLIGATIONS IN RELATION TO 
THIS LICENSE, PROVIDED THAT NOTHING IN THIS LICENSE SHALL MAKE 
THE LICENSEE LIABLE FOR BREACH OF THE TERMS OF THE LICENSE BY ANY 
AUTHORIZED USER PROVIDED THAT THE LICENSEE DID NOT CAUSE, 
KNOWINGLY ASSIST OR CONDONE THE CONTINUATION OF SUCH BREACH TO 
CONTINUE AFTER BECOMING AWARE OF AN ACTUAL BREACH HAVING 
OCCURRED.

(http://www.agu.org/pubs/institution_forms/Corporate.pdf)

Thanks!

Leah Donley
Email: donley@bnl.gov