having its principal office in North York_________, ON__________("the Institution") WHEREAS Access Copyright is a reproduction rights organization established by copyright owners to administer rights in their published works; AND WHEREAS the Institution is an educational institution established for the purpose of education, research and higher learning; AND WHEREAS Access Copyright and the Institution are parties to a blanket reprography licence agreement dated _______________________ _ February 17 2000____________ _ for a term which expired August 31, 2003 (“Earlier Agreement”); AND WHEREAS Access Copyright and the Institution have agreed to extend the rights and privileges granted under the Earlier Agreement to the date of execution of this Agreement; AND WHEREAS Access Copyright and the Institution desire to enter into a new blanket reprography licence agreement (“Agreement”) to permit the Institution to continue to reproduce copyright works without substituting for the purchase of books and other published materials; AND WHEREAS the Institution desires to continue to secure the right to reproduce copyright works for the purposes of education, research and higher learning which reproductions would be outside the scope of fair dealing under the Copyright Act R.S.C. 1985 c.C-42, as amended; AND WHEREAS the parties do not agree on the scope of the said fair dealing; NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: DEFINITIONS 1. In this Agreement: (a)