Such conditions should be avoided as much as possible, as they create an immeasurable risk for CERN. The Procurement Officer may take into account the following mitigating measures:

• In any case, the negotiated terms (which shall include adequate protection of CERN’s international legal status) should take precedence over the contractor’s standard licence conditions. This means that even if the standard licence conditions are updated, the negotiated terms continue to take precedence over them.
• By its nature, a software product is a constantly evolving and being developed by the contractor, e.g. as new features are added and bugs are fixed. Therefore, if the licence agreement contains reference to a service or product description, it may be reasonable to allow this service or product description to be updated by the contractor (but not the remainder of the licence agreement).
• If the licence agreement does allow the contractor to unilaterally update some licence conditions, this should always be subject to a reasonable notice to CERN and CERN should have a right to terminate the agreement instead of accepting the changes.

If the licensor has third party data owners that have the right to enforce the terms of the agreement and ‘any additional terms’, the Procurement Officer shall mitigate the risks and specifically:

• require a detailed list of the third parties concerned and limit this list,
• specifically state that this right is without prejudice to any right CERN may have under the agreement or otherwise and that the international status of CERN shall be respected and complied with in any case,
• condition the change of third parties to a reasonable notice given to CERN by the Licensor.