type: caselaw

text:
Suzanne Scales Windesheim, et al. v. Frank Larocca, et al., No. 71, September Term, 2014,
 Opinion by Adkins, J.
 MARYLAND CODE (1973, 2013 REPL. VOL.), § 5-101 OF THE COURTS AND
 JUDICIAL PROCEEDINGS II ARTICLE (“CJP”) — THREE-YEAR STATUTE
 OF LIMITATIONS — INQUIRY NOTICE: Borrowers were on inquiry notice, and,
 thus, the three-year statute of limitations began to run, when they had knowledge of several
 elements of critical information about which they claim they were deceived and that
 suggested their loan transactions were not proceeding as they expected.
 MARYLAND SECONDARY MORTGAGE LOAN LAW, MARYLAND CODE
 (1975, 2013 REPL. VOL.), § 12-403(a) OF THE COMMERCIAL LAW ARTICLE
 (“CL”) — STATUTORY CONSTRUCTION — INDIRECT ADVERTISING:
 Petitioners cannot be liable for “indirectly” advertising false or misleading statements
 regarding secondary mortgage loans or their availability because there is no evidence that
 they “brought about” false advertisements.
 Circuit Court for Howard County
 Case No.: 13-C-11-089075
 Argued: April 9, 2015
 IN THE COURT OF APPEALS
 OF MARYLAND
 No. 71
 September Term, 2014
 SUZANNE SCALES WINDESHEIM, et al.
 v.
 FRANK LAROCCA, et al.
 Barbera, C.J.
 Harrell
 Greene
 Adkins
 McDonald
 Watts,
 Wilner, Alan M. (Retired,
 Specially Assigned),
 JJ.
 Opinion by Adkins, J.
 Filed: June 23, 2015
 In 2006 and 2007, Respondents, three married couples (collectively, “Borrowers”)1,
 obtained home equity lines of credit (“HELOCs”) from Petitioners, PNC Mortgage, a
 division of PNC Bank, N.A. (“PNC”), and its loan officer, Suzanne Scales Windesheim
 (collectively, “Windesheim and her Employer” or “Petitioners”). Borrowers allege that
 these HELOC transactions were part of an elaborate “buy-first-sell-later” mortgage fraud
 arrangement carried out by Petitioners and numerous other Defendants.2 In December
 2011, Borrowers filed a putative class action lawsuit in the Circuit Court for Howard
 County, alleging numerous causes of action including, but not limited to, fraud, conspiracy,
 and violations of Maryland consumer protection statutes. In this case, we consider whether
 the Court of Special Appeals erred in reversing the Circuit Court’s grant of summary
 judgment for Windesheim and her Employer.
 FACTS AND LEGAL PROCEEDINGS3
 Because the facts of this case are somewhat complex, we review them in stages.
 1
 Borrowers include Frank and Catherine Larocca (the “Laroccas”), Kenneth and
 Angela Pfeifer (the “Pfeifers”), and Mehdi Nafisi and Forough Iranpour (the “Nafisi-
 Iranpours”).
 2
 Other than Windesheim and her Employer, Defendants include: the Creig
 Northrop Team, P.C. (the “Northrop Team”); Crieghton Northrop (“Mr. Northrop”); Carla
 Northrop (“Ms. Northrop”); Long & Foster Real Estate, Inc. (“Long & Foster”); Wells
 Fargo Bank, N.A. (“Wells Fargo”); Prosperity Mortgage Company (“Prosperity”);
 Michelle Mathews, a loan officer for Prosperity who worked in the Northrop Team’s
 offices; Lakeview Title Company, Inc. (“Lakeview”), a licensee of Long & Foster; and
 Lindell Eagan, a part owner of Lakeview and an employee of Long & Foster.
 3
 Because the Circuit Court for Howard County granted summary judgment in favor
 of all Defendants, Borrowers never proved that Defendants perpetrated mortgage fraud.
 Our description of how the alleged fraud unfolded is based on the allegations in Borrowers’
 First Amended Complaint.
 Borrowers Encouraged to “Buy-First-Sell-Later”
 In 2006 and 2007, Borrowers became interested in selling their current homes and
 purchasing new homes. Borrowers contracted with Realtor Defendants4 to represent them
 in the real estate transactions. Realtor Defendants advised and encouraged Borrowers to
 “buy-first-sell-later,” meaning Borrowers would use HELOCs to extract equity from their
 current homes that they could use to purchase new homes before their current homes were
 sold. By extracting the equity in their current homes, Borrowers could make offers to
 purchase new homes that were not contingent on the sale of their current homes. These
 non-contingent offers would be more attractive to potential sellers. Realtor Defendants
 assured Borrowers that a “buy-first-sell-later” plan was “common and appropriate.”
 Borrowers Referred To Michelle Mathews At Prosperity Mortgage
 To effectuate the buy-first-sell-later arrangement, Realtor Defendants advised
 Borrowers to simultaneously apply for two mortgage loans—a “bridge financing” HELOC
 against their current homes and a primary residential mortgage for their new homes. To
 facilitate these lending transactions, Realtor Defendants referred Borrowers to Michelle
 Mathews, a loan officer with Prosperity Mortgage Company (“Prosperity”)5 who worked
 out of the same office location as Realtor Defendants. Mathews told Borrowers that bridge
 loan financing was a “common lending tool at Prosperity.” Borrowers provided accurate
 4
 Realtor Defendants include Long & Foster, the Northrop Team, and Mr. Northrop.
 5
 Prosperity Mortgage was a joint venture between Long & Foster and Wells Fargo.
 Notwithstanding its relationship with Wells Fargo, in this case, Prosperity performed the
 underwriting and loaned the capital associated with Borrower’s primary residential
 mortgages.
 2
 financial information to Mathews for the purpose of qualifying to purchase their new
 homes. After obtaining Borrowers’ financial information and preparing mortgage
 applications, Mathews created Mortgage Approval Letters stating that Borrowers were pre-
 approved for primary residential mortgages for their new homes that were not contingent
 upon the sale of their current homes. In reality, without selling their current homes,
 Borrowers did not have sufficient funds to be approved for their new primary residential
 mortgages.
 National City, Not Prosperity, Provided The HELOCs
 Borrowers believed at all times that Mathews was processing the HELOCs through
 Prosperity. Because loan underwriting standards would not permit Prosperity to approve
 a HELOC secured by a home intended for sale, Mathews had to get National City Mortgage
 (“National City”),6 a separate mortgage lender, to provide the HELOCs. Unbeknownst to
 Borrowers, Mathews sent Borrowers’ financial information to Windesheim, a loan officer
 for National City. Mathews then waited for National City to approve the HELOCs before
 she submitted Borrowers’ paperwork for the primary residential mortgages.
 Using the financial information that Mathews provided, Windesheim completed
 Uniform Residential Loan Applications (“HELOC Applications”) on behalf of Borrowers
 without ever speaking with them. Windesheim falsely represented on the HELOC
 Applications that she had contact with Borrowers to obtain their financial information.
 6
 PNC is the successor to National City. PNC Gets National City in Latest Bank
 Acquisition, http://www.nytimes.com/2008/10/25/business/25bank.html?_r=0 (last visited
 Jun. 12, 2015). We use either “PNC” or “National City” as appropriate in context.
 3
 Because National City’s underwriting standards would also not permit them to approve a
 HELOC for a home intended for sale, Windesheim also falsely represented on the HELOC
 Applications that the HELOCs would be secured by Borrowers’ “primary residences.”
 Based on this misrepresentation, National City eventually approved the HELOCs. At the
 HELOC closings, Borrowers signed the HELOC Applications that Windesheim had
 prepared.7
 Prosperity Approved Primary Residential Mortgages Based On
 Fraudulent Rental Income
 With the bridge financing arranged, Prosperity submitted Borrowers’ Uniform
 Residential Loan Applications for the primary residential mortgages on the new homes
 (“Primary Mortgage Applications”) to Prosperity’s underwriters.8 Because the Primary
 Mortgage Applications would not be approved with the new debt created by the HELOCs
 and without the proceeds from the sales of Borrowers’ current homes, however, Mathews
 needed to create additional monthly income for Borrowers. To accomplish this, one or
 more Defendants fabricated leases between Borrowers and fictitious tenants and forged
 Borrowers’ signatures.9 As alleged, one or more Defendants then surreptitiously inserted
 7
 Borrowers closed their HELOCs on the following dates: the Laroccas on May 18,
 2006; the Pfeifers on November 21, 2006; and the Nafisi-Iranpours on May 14, 2007.
 8
 We will refer to the HELOC Applications and the Primary Mortgage Applications
 collectively as the “Applications.”
 9
 In their First Amended Complaint, Borrowers do not specifically allege which of
 the numerous Defendants actually fabricated the leases.
 4
 fraudulent rental income on the Primary Mortgage Applications that Borrowers signed
 when they settled on their new homes and closed their primary residential mortgages.10, 11
 Counsel Contacted Borrowers And They Filed Suit
 In 2010 and 2011, after counsel contacted Borrowers to inform them that they may
 have been the victims of mortgage fraud, Borrowers allegedly discovered for the first time
 the fabricated leases on which their signatures were forged and the false rental income on
 the Primary Mortgage Applications. Borrowers then filed their class action lawsuit,
 alleging 11 Counts against Petitioners and the other Defendants.12 Borrowers alleged that
 the mortgage fraud caused them to incur unnecessary commissions, fees, interest, expenses,
 taxes, and penalties associated with the mortgage transactions; sell their old homes below
 market value as a result of the financial burden imposed by the HELOC debt; and pay
 above-market prices their new homes without reasonable home-sale contingencies.
 10
 The HELOC Applications that Borrowers signed at their HELOC closings did not
 include the fraudulent rental income.
 11
 Borrowers settled on their new homes and closed their primary residential
 mortgages on the following dates: the Laroccas on May 30, 2006; the Pfeifers on November
 30, 2006; and the Nafisi-Iranpours on May 29, 2007.
 12
 The 11 Counts included the following: Fraud - Intentional Misrepresentation
 (Count I); Fraud - Concealment or Nondisclosure (Count II); Constructive Fraud (Count
 III); Civil Conspiracy to Commit Fraud (Count IV); Negligence (Count V); Aiding and
 Abetting Tortious Conduct (Count VI); Respondeat Superior (Count VII); Unfair and
 Deceptive Trade Practices under the Consumer Protection Act (“CPA”), Maryland Code
 (1975, 2013 Repl. Vol.), § 13-101, et seq. of the Commercial Law Article (“CL”) (Count
 VIII); Violation of the Maryland Mortgage Fraud Protection Act, Maryland Code (1974,
 2010 Repl. Vol.), § 7-401, et seq. of the Real Property Article (Count IX); Violation of the
 Maryland Secondary Mortgage Loan Law (“SMLL”), CL § 12-403(a) (Count X); and
 Unjust Enrichment (Count XI).
 5
 Circuit Court and Court of Special Appeals Proceedings
 Defendants moved to dismiss, arguing the statute of limitations barred Borrowers’
 suit. The Circuit Court denied the motions. After extensive discovery, Defendants moved
 for summary judgment on all Counts.13 Concluding that the statute of limitations barred
 Counts I–IX and XI and that no Defendants violated the Maryland Secondary Mortgage
 Loan Law (“SMLL”), Maryland Code (1975, 2013 Repl. Vol.), § 12-403(a) of the
 Commercial Law Article (“CL”) as a matter of law, the Circuit Court granted Defendants’
 motions. Borrowers appealed.
 In a reported opinion, the Court of Special Appeals reversed the Circuit Court’s
 grant of summary judgment as to Counts I–IX and XI against all Defendants, and as to
 Count X against PNC and Windesheim.14 The intermediate appellate court concluded that
 the Circuit Court erred in granting summary judgment on the statute of limitations issue
 because there was a genuine dispute as to whether Borrowers reasonably should have
 discovered the mortgage fraud before counsel contacted them.15 As for Count X—the
 SMLL Count—the Court of Special Appeals held that there was a genuine dispute as to
 13
 Before the Circuit Court could rule on Realtor Defendants’ motion for summary
 judgment, Borrowers filed a Second Amended Complaint adding Ms. Northrop, Lakeview,
 and Eagan as Defendants and a cause of action under the Real Estate Settlement Procedures
 Act, 12 U.S.C. § 2607 (2012). The Circuit Court eventually struck the new cause of action,
 but allowed the Second Amended Complaint to replace the First Amended Complaint as
 to Counts I–XI.
 14
 Larocca v. Creig Northrop Team, P.C., 217 Md. App. 536, 94 A.3d 197, cert.
 granted sub nom. Windesheim v. Larocca, 440 Md. 225, 101 A.3d 1063 (2014).
 15
 Id. at 556, 94 A.3d at 209.
 6
 whether Windesheim and her Employer violated CL § 12-403(a), the SMLL’s prohibition
 against falsely advertising secondary mortgage loans.16
 Defendants appealed, and we granted the Petitions for Writ of Certiorari filed by
 Windesheim and her Employer only. In our Writ of Certiorari issued on October 21, 2014,
 we agreed to consider the following:
 1. Did the Court of Special Appeals err by holding that an
 employee of a lender is a “lender” for purposes of civil
 liability under the Maryland Secondary Mortgage Loan
 Law?
 2. Did the Court of Special Appeals err by holding that
 [Borrowers] stated a claim on which relief could be granted
 under the Maryland Secondary Mortgage Loan Law?
 3. Did the Court of Special Appeals err by holding that a cause
 of action under the Maryland Secondary Mortgage Loan
 Law was “another specialty” under Section 5-102 of the
 Maryland Courts and Judicial Proceedings Article and
 therefore entitled to a 12-year statute of limitations?
 4. Did the Court of Special Appeals err by holding that it was
 a question of fact to be decided by the jury as to whether
 [Borrowers’] claims against [Windesheim and her
 Employer] in the [c]ase [b]elow were barred by the 3-year
 statute of limitations under Section 5-101 of the Maryland
 Courts and Judicial Proceedings Article?
 5. Whether as a matter of law a defendant may be liable under
 the SMLL, where the false advertising that is the purported
 basis for the claim occurred orally in a private setting, and
 where the record contains no evidence that the defendant
 participated in any way in the communication of the
 statements allegedly constituting false advertising?
 Because we answer yes to the second and fourth questions, we need not address the other
 questions and shall reverse the judgment of the Court of Special of Appeals.
 16
 Id. at 570, 94 A.3d at 217.
 7
 STANDARD OF REVIEW
 We review the Circuit Court’s grant of summary judgment as a matter of law.
 Goodwich v. Sinai Hosp. of Balt., Inc., 343 Md. 185, 204, 680 A.2d 1067, 1076 (1996)
 (“The standard of review for a grant of summary judgment is whether the trial court was
 legally correct.” (citation omitted)). Before determining whether the Circuit Court was
 legally correct in entering judgment as a matter of law in favor of Windesheim and her
 Employer, we independently review the record to determine whether there were any
 genuine disputes of material fact. Hill v. Cross Country Settlements, LLC, 402 Md. 281,
 294, 936 A.2d 343, 351 (2007). A genuine dispute of material fact exists when there is
 evidence “upon which the jury could reasonably find for the plaintiff.” Beatty v.
 Trailmaster Prods., Inc., 330 Md. 726, 739, 625 A.2d 1005, 1011 (1993) (citation omitted).
 “We review the record in the light most favorable to the nonmoving party and construe any
 reasonable inferences that may be drawn from the facts against the moving party.” Myers
 v. Kayhoe, 391 Md. 188, 203, 892 A.2d 520, 529 (2006) (citation omitted).
 DISCUSSION
 Are Counts I–IX And XI Barred By The Three-Year Statute Of Limitations?
 Pursuant to Maryland Code (1973, 2013 Repl. Vol.), § 5-101 of the Courts and
 Judicial Proceedings II Article (“CJP”), civil actions are generally subject to a three-year
 statute of limitations: “A civil action at law shall be filed within three years from the date
 it accrues unless another provision of the Code provides a different period of time within
 which an action shall be commenced.” Maryland has adopted the “discovery rule,” which
 “tolls the accrual of the limitations period until the time the plaintiff discovers, or through
 8
 the exercise of due diligence, should have discovered, the injury.” Frederick Rd. Ltd.
 P’ship v. Brown & Sturm, 360 Md. 76, 95–96, 756 A.2d 963, 973 (2000). In Poffenberger
 v. Risser, 290 Md. 631, 636, 431 A.2d 677, 680 (1981), we made this rule generally
 applicable in all civil actions.
 Notice is critical to the discovery rule. Before an action can accrue under the
 discovery rule, “a plaintiff must have notice of the nature and cause of his or her injury.”
 Frederick Rd., 360 Md. at 96, 756 A.2d at 973. There are two types of notice: actual and
 constructive. Poffenberger, 290 Md. at 636–37, 431 A.2d at 680. Actual notice is either
 express or implied. Id. at 636, 431 A.2d at 680. As the name suggests, express notice “is
 established by direct evidence” and “embraces not only knowledge, but also that which is
 communicated by direct information, either written or oral, from those who are cognizant
 of the fact communicated.” Id. at 636–37, 431 A.2d at 680 (citation and internal quotation
 marks omitted). Implied notice, also known as “inquiry notice,” is notice implied from
 “knowledge of circumstances which ought to have put a person of ordinary prudence on
 inquiry (thus, charging the individual) with notice of all facts which such an investigation
 would in all probability have disclosed if it had been properly pursued.” Id. at 637, 431
 A.2d at 681 (citation and internal quotation marks omitted). Stated simply, inquiry notice
 is “circumstantial evidence from which notice may be inferred.” Id. at 637, 431 A.2d at
 680 (citation and internal quotation marks omitted). Constructive notice is notice presumed
 as a matter of law. Id. at 636, 431 A.2d at 680. Unlike inquiry notice, constructive notice
 does not trigger the running of the statute of limitations under the discovery rule. Id. at
 637, 431 A.2d at 681.
 9
 Borrowers argue that the Court of Special Appeals correctly held that genuine
 disputes of material fact precluded summary judgment based on the three-year statute of
 limitations under CJP § 5-101. They identify four principal reasons why they were not on
 inquiry notice of the fraud when they closed the HELOCs and primary residential
 mortgages. First, they argue that because they dispute that they actually read the
 Applications they signed at the closings, no inquiry notice can be established as a matter
 of law. Second, Borrowers maintain that, even assuming there is no dispute that they read
 the Applications, the contents of those documents would not induce a reasonable person to
 investigate a potential fraud. Third, they argue that because Windesheim and her Employer
 concealed the fraud from them, CJP § 5-203 tolled the statute of limitations until counsel
 contacted Borrowers in 2010 and 2011. Finally, Borrowers contend that they were in a
 fiduciary relationship with Petitioners that prevented them from discovering the fraud. We
 address these arguments in turn.
 Did Borrowers Read The Applications?
 The records contains an affidavit of a forensic document examiner expert who
 concluded that Borrowers’ signatures on the Primary Mortgage Applications are authentic.
 Also in the record is the affidavit of Concetta Cho, a settlement agent for Lakeview, who
 testified that she witnessed Borrowers sign the Primary Mortgage Applications. Borrowers
 do not offer competing affidavits to contradict the opinion of the document examiner or
 the sworn statement by the settlement agent.
 In their opposing affidavits, Borrowers state that they “did not have time during the
 loan process to read and understand all of the documents provided to [them], and [they]
 10
 did not have the real estate and/or lending background to understand much of what was
 provided to [them].” Borrowers argue that because they deny having read and understood
 the Applications, a jury must determine whether they possessed knowledge of the contents
 of the Applications and whether this knowledge would cause a reasonable person to
 investigate a potential fraud.
 Borrowers’ focus on their lack of knowledge of the contents of the Applications is
 misdirected. Under long-settled law, if there is no dispute that they signed the
 Applications, they are presumed to have read and understood those documents as a matter
 of law. See Merit Music Service, Inc. v. Sonneborn, 245 Md. 213, 221–22, 225 A.2d 470,
 474 (1967) (“[T]he law presumes that a person knows the contents of a document that he
 executes and understands at least the literal meaning of its terms.”); Binder v. Benson, 225
 Md. 456, 461, 171 A.2d 248, 250 (1961) (“[T]he usual rule is that if there is no fraud,
 duress or mutual mistake, one who has the capacity to understand a written document who
 reads and signs it, or without reading it or having it read to him, signs it, is bound by his
 signature as to all of its terms.” (citations omitted)). We will refer to this rule as the
 “signature doctrine.”
 Borrowers do not dispute that they signed HELOC Applications at their HELOC
 closings or that the HELOC Applications from their PNC loan files “appear[] to bear a
 copy of [their] signatures.” Yet they assert in their affidavits that they cannot confirm that
 their signatures on any of the Applications are authentic.17 Other than this, Borrowers offer
 17
 They state in their affidavits: “Given the substantial evidence of fraud and forgery
 by all of the Defendants, we cannot confirm that the loan documents in our possession and
 11
 no evidence tending to show that their signatures on the HELOC Applications were
 forged.18
 Borrowers’ refusal to confirm the authenticity of the signatures on the Applications
 represents nothing more than conjectural doubt. Any such doubt is insufficient to defeat a
 motion for summary judgment when the moving party has attested to the existence of the
 material fact. Beatty, 330 Md. at 738, 625 A.2d at 1011 (“[W]hen a movant has carried its
 burden the party opposing summary judgment ‘must do more than simply show there is
 some metaphysical doubt as to the material facts.’” (emphasis added) (citation omitted));
 see id. at 739, 625 A.2d at 1011–12 (Summary judgment cannot be denied if there is only
 the “slightest doubt” as to the facts because that would “mean that there could hardly ever
 be a summary judgment, for at least a slight doubt can be developed as to practically all
 things human.” (emphasis added) (citation and internal quotation marks omitted)); see also
 Carter v. Aramark Sports & Entm’t Servs., Inc., 153 Md. App. 210, 225, 835 A.2d 262,
 271 (2003) (The facts offered by a party opposing summary judgment “must be material
 and of a substantial nature, not fanciful, frivolous, gauzy, spurious, irrelevant, gossamer
 inferences, conjectural, speculative, nor merely suspicions.” (emphasis added) (citation
 and internal quotation marks omitted)).
 in the Defendants’ loan files are the same documents we executed during the loan process
 for the primary mortgage or HELOC[s]. This includes the [Applications].”
 18
 Although Borrowers offered the opinion of a document examiner who concluded
 that Borrowers’ signatures on the fake leases were forged, they did not offer this expert’s
 opinion with respect to the authenticity of Borrowers’ signatures on the HELOC
 Applications.
 12
 Based on the foregoing, we conclude there is no dispute that Borrowers signed the
 Applications. Accordingly, Borrowers are presumed as a matter of law to have read these
 documents and understood their contents. See Vincent v. Palmer, 179 Md. 365, 375, 19
 A.2d 183, 189 (1941) (“[W]hen one signs a release or other instrument, he is presumed in
 law to have read and understood its contents[.]” (citation omitted)).
 Does Borrowers’ Knowledge Of The Contents Of The Applications
 Constitute Inquiry Notice As A Matter Of Law?
 Because presumptions of law do not trigger the discovery rule, see Poffenberger,
 290 Md. at 637, 431 A.2d at 681, the presumption that Borrowers have read and understood
 the Applications does not fully resolve whether they were on inquiry notice without
 examining the content of those documents. We conduct a separate review of that content
 to determine whether it was sufficient to place them on inquiry notice of a potential fraud.
 Borrowers argue that “even had [they] read every bit of information in the
 [Applications], there remains a dispute of fact as to whether these different bits of
 information would cause a reasonable person to make inquiry.” Windesheim and her
 Employer counter by identifying several elements of information in the HELOC
 Applications that they argue placed Borrowers on inquiry notice. First, the HELOC
 Applications indicated that Windesheim had completed them during a phone interview
 with the Laroccas and the Nafisi-Iranpours and received application information from the
 Pfeifers via mail. Borrowers, however, maintain that they only gave their financial
 information to Mathews and never spoke with or had any contact with Windesheim.
 Second, the HELOC Applications indicate that Windesheim worked for National City, but
 13
 Borrowers swore that they believed they were working with Prosperity exclusively. Third,
 the HELOC Applications specify that the loans would be secured by Borrowers’ primary
 residences, but Borrowers knew they intended to sell their current homes. Finally, the
 Primary Mortgage Applications included false rental income that Borrowers now maintain
 they never provided to Prosperity.
 We turn to case law to determine whether Borrowers’ knowledge of the foregoing
 content in the Applications constitutes inquiry notice as a matter of law. Bank of New York
 v. Sheff, 382 Md. 235, 854 A.2d 1269 (2004) is particularly instructive. In that case, we
 determined that the plaintiffs were on inquiry notice upon receiving documents indicating
 that the financial transaction in which they were participating was not proceeding
 consistent with their expectations.
 Prince George’s County had issued $50 million in tax-exempt revenue bonds and
 transferred the proceeds to a consortium of health care providers in the District of Columbia
 (“D.C.” or the “District”) and Prince George’s County that comprised the Greater
 Southeast Healthcare System. Id. at 237, 854 A.2d at 1270–71. Part of the security for
 repayment of the bonds was a lien on the accounts receivable and other assets of the
 individual health care providers. Id., 854 A.2d at 1271. To perfect that lien, it was
 necessary to file a UCC Financing Statement with the Maryland State Department of
 Assessments and Taxation (“SDAT”), as well as with the Clerk of the Circuit Court for
 Prince George’s County, and the D.C. Recorder of Deeds. Id. Because a financing
 statement was never filed with the D.C. Recorder of Deeds, however, the bondholders lost
 the opportunity to perfect against third parties a first lien on the receivables of the health
 14
 care providers located in the District. Id. That became problematic when the consortium
 defaulted on the bonds and it was discovered that another creditor had obtained a first lien
 on the receivables of one of the large hospitals in D.C., the Greater Southeast Community
 Hospital (“GSCH”). Id. at 238, 854 A.2d at 1271.
 The Bank of New York, as trustee for the bondholders, and four municipal bond
 funds holding the bonds (collectively “plaintiffs”), blamed Piper & Marbury (“P&M”), a
 counsel for the county, for failing to file a financing statement in the District. Id. Plaintiffs
 sued P&M for negligence and breach of fiduciary obligation. Id. We affirmed the
 summary judgment in favor of P&M on limitations grounds, concluding plaintiffs were on
 inquiry notice of their causes of action against P&M more than three years before they filed
 suit. Id. at 247, 854 A.2d at 1276. The inquiry notice was triggered when the plaintiffs
 received multiple sets of documents suggesting that the bond transaction was not
 proceeding as they expected because P&M neglected to file a financing statement in the
 District. Id. First, plaintiffs received a Closing Binder “that contained all of the closing
 documents, including financing statements filed with SDAT and the Clerk in Prince
 George’s County, but did not contain a financing statement for the District.” Id. at 245,
 854 A.2d at 1275. Second, GSCH sent plaintiffs
 a copy of the transaction documents, which recited that GSCH
 was the legal and beneficial owner of the receivables to be
 purchased by [another creditor] “free and clear of any [l]iens,”
 that [another creditor] would receive valid ownership of the
 receivables “subject to no third-party claims of interest
 thereon,” and that “[n]o effective financing statement . . .
 covering any Receivable or the Collections with respect thereto
 is on file in any recording office.”
 15
 Id. at 245–46, 854 A.2d at 1275–76 (second and fourth alterations in original) (ellipses in
 original). Third, plaintiffs received a Compliance Certificate that “confirmed what the
 other documents implied—that [plaintiffs] did not have a perfected lien on the GSCH
 receivables.” Id. at 246, 854 A.2d at 1276.
 Similarly, in this case, there were two sets of documents that suggested that the loan
 transactions were not proceeding as Borrowers expected. The HELOC Applications
 suggested that a bank other than Prosperity and a loan officer other than Mathews were
 providing the HELOCs. And the Primary Mortgage Applications suggested that Prosperity
 was approving Borrowers’ new mortgages based on false rental income that Borrowers
 never provided to Mathews.
 Miller v. Pacific Shore Funding, 224 F. Supp. 2d 977 (D. Md. 2002), aff’d, 92 F.
 App’x 933 (4th Cir. 2004) is also instructive. The United States District Court for the
 District of Maryland, applying Maryland law, dismissed the claims of one of the plaintiffs,
 concluding they were barred by CJP § 5-101’s three-year statute of limitations because the
 plaintiff was on inquiry notice of his injury when he signed loan documents identifying
 charges about which he alleged he was deceived.
 The plaintiffs, borrowers, filed a putative class action against numerous banks and
 lending institutions (the “lenders”). Id. at 983. The plaintiffs asserted three counts against
 the lenders, including violations of the Maryland Consumer Protection Act (“CPA”), CL
 §13-101 et seq., and SMLL and the formation and performance of illegal contracts. Id.
 The gravamen of the plaintiffs’ claims was that the lenders charged and collected excessive
 16
 or unauthorized fees in conjunction with loans that were secured by junior mortgages on
 their residences. Id.
 The District Court granted the lenders’ motion to dismiss, concluding that the
 plaintiff was on inquiry notice when he closed his loan because the charges about which
 he alleged he was deceived were all expressly identified in the closing documents he
 signed, and suit was filed more than three years after the closing. Id. at 990. By signing
 the closing documents identifying the charges, the plaintiff “had sufficient knowledge of
 circumstances indicating he might have been harmed.” Id. (citation omitted).
 In this case, like in Miller, Borrowers signed loan documents containing information
 about which they were allegedly deceived. In their First Amended Complaint, Borrowers
 contend they were deceived when Mathews represented that “bridge loan financing was a
 common lending tool at Prosperity,” and then “surreptitiously shifted” Borrowers’ HELOC
 Applications to Windesheim and National City. But the HELOC Applications expressly
 indicated that Windesheim was processing them because National City was the intended
 lender.
 Borrowers also contend they were deceived when Prosperity approved their primary
 residential mortgages based on false rental income because it “was not included in
 [Borrowers’] financial information that was used to apply for the . . . HELOCs.” But the
 Primary Mortgage Applications expressly identified “gross rental income.” Because
 Borrowers signed the Applications and the Applications identified false gross rental
 income, they were on inquiry notice that something was amiss.
 17
 Based on Sheff and Miller, we conclude that Borrowers’ knowledge of the contents
 of the Applications was sufficient to place them on inquiry notice of their claims against
 Windesheim and her Employer when Borrowers closed their HELOCs and primary
 residential mortgages in 2006 and 2007. Because Borrowers signed the Applications at the
 closings, they are presumed to have read and understood their contents. With knowledge
 of facts about which they claim they were deceived and that suggested that their loan
 transactions were not proceeding as they expected, Borrowers had information that “would
 cause a reasonable person in the position of [Borrowers] to undertake an investigation
 which, if pursued with reasonable diligence, would have led to knowledge of the alleged
 [fraud].” Pennwalt Corp. v. Nasios, 314 Md. 433, 448–49, 550 A.2d 1155, 1163 (1988)
 (citation and internal quotation marks omitted). This does not, however, wrap up
 limitations altogether. We also must decide whether there is evidence that Petitioners
 concealed the fraud or that Petitioners and Borrowers were in a fiduciary relationship, as
 either evidence could toll the statute of limitations.
 Did CJP § 5-203 Toll The Statute of Limitations?
 “Maryland law recognizes that it is unfair to impart knowledge of a tort when a
 potential plaintiff is unable to discover the existence of the claim due to fraud or
 concealment on the part of the defendant.” Dual Inc. v. Lockheed Martin Corp., 383 Md.
 151, 170, 857 A.2d 1095, 1105 (2004) (citation omitted). Section 5-203 of the Courts and
 Judicial Proceedings II Article, “a tangent of the discovery rule,”19 provides that “[i]f the
 Supik v. Bodie, Nagle, Dolina, Smith & Hobbs, P.A, 152 Md. App. 698, 715, 834
 19
 A.2d 170, 179 (2003).
 18
 knowledge of a cause of action is kept from a party by the fraud of an adverse party, the
 cause of action shall be deemed to accrue at the time when the party discovered, or by the
 exercise of ordinary diligence should have discovered the fraud.” Section 5-203 “does not
 require that the defendant commit a fraud distinct from that initially committed for the
 purpose of keeping the plaintiff in ignorance of his or her cause of action.” Frederick Rd.,
 360 Md. at 98, 756 A.2d at 975. Instead, CJP § 5-203 applies when two conditions are
 satisfied: “(1) the plaintiff has been kept in ignorance of the cause of action by the fraud of
 the adverse party, and (2) the plaintiff has exercised usual or ordinary diligence for the
 discovery and protection of his or her rights.” Id. at 98–99, 756 A.2d at 975.
 Rejecting the notion that CJP § 5-203 might toll the statute of limitations against
 them, Windesheim and her Employer insist that “no employee of PNC’s predecessor was
 alleged to have participated in any fraudulent concealment.” As Borrowers point out,
 however, they alleged civil conspiracy and “[i]t is well established in Maryland law that a
 conspirator can be liable for the conduct of a co-conspirator.” Mackey v. Compass Mktg.,
 Inc., 391 Md. 117, 128, 892 A.2d 479, 485 (2006). We review the record to ascertain
 whether there is a genuine dispute that any Defendants concealed the alleged fraud from
 Borrowers.
 Dashiell v. Meeks, 396 Md. 149, 913 A.2d 10 (2006) is instructive regarding what
 evidence is required to prove Defendants concealed the fraud from Borrowers. Like this
 case, the dispositive issue in Dashiell was whether the plaintiff was on inquiry notice when
 he signed a critical document, the contents of which formed the basis of a later suit. Meeks
 asked his attorney, Dashiell, to draft a prenuptial agreement. Id. at 156–57, 913 A.2d at
 19
 14. Dashiell reviewed an initial draft of the agreement with Meeks that contained a waiver
 of alimony provision, but the version Meeks ultimately signed did not contain this
 provision. Id. at 157, 913 A.2d at 14. Meeks sued Dashiell for negligence in omitting the
 provision and counseling him to sign the agreement without reading it. Id. In an affidavit,
 Meeks alleged that after reviewing the initial draft with Dashiell, the lawyer made changes
 to the agreement that were more favorable to Meeks’s ex-wife without Meeks’s knowledge,
 and then encouraged Meeks to sign the agreement without reading it. Id. at 170, 913 A.2d
 at 22. Meeks further alleged that as a result of his reliance on Dashiell’s advice not to read
 the agreement, Meeks did not discover the lack of the alimony waiver provision until over
 a decade after he reviewed the initial agreement. Id.
 The trial court granted summary judgment for Dashiell, concluding that under the
 signature doctrine, Meeks was presumed to know the contents of the agreement he signed,
 and that knowledge was sufficient to trigger the running of the statute of limitations
 because Meeks was on inquiry notice when he signed the agreement. Id. at 166–67, 913
 A.2d at 20. Meeks appealed, arguing that the trial court erred by not applying the discovery
 rule. Id. at 157, 913 A.2d at 15. The Court of Special Appeals reversed, and we affirmed
 that judgment, holding that when a party conceals the contents of a document by
 discouraging another from reading it, the statute of limitations does not begin to run when
 the document is signed. Id. at 168, 913 A.2d at 21. We concluded that the trial court erred
 because if Meeks could prove his allegation that Dashiell concealed the omission of the
 alimony waiver provision, the statute of limitations would not have begun to run until
 Meeks actually discovered that the provision was missing. Id. at 170, 913 A.2d at 22.
 20
 Here, unlike in Dashiell, there is no evidence Defendants concealed the contents of
 the Applications by discouraging Borrowers from reading them. Borrowers rely on
 Mathews’s deposition in which she asserted her Fifth Amendment privilege against self-
 incrimination in response to the several questions relating to her communications with
 Borrowers about the contents of the Primary Mortgage Applications: (1) Whether she
 “indicated to them, through words and deeds, that . . . [she was] inputting accurate
 information to [the] loan documents;” (2) Whether she communicated to Borrowers “that
 the closing documents that were used in their settlement contained the information that
 they had submitted;” and (3) Whether she informed Borrowers that the Primary Mortgage
 Applications included false rental income. Borrowers ask us to infer from Mathews’s
 refusal to answer these questions that she discouraged Borrowers from reading the Primary
 Mortgage Applications.
 To be sure, we are permitted to draw adverse inferences when a party in a civil case
 asserts her Fifth Amendment privilege in response to discovery questions. See Robinson
 v. Robinson, 328 Md. 507, 515–16, 615 A.2d 1190, 1194 (1992) (“[W]here a party in a
 civil proceeding invokes the Fifth Amendment privilege against self-incrimination in
 refusing to answer a question posed during that party’s testimony, the fact finder is
 permitted to draw an adverse inference from that refusal.”). The only reasonable inference
 from Mathews’s refusal to answer these questions, however, is that Borrowers did not
 know before closing their primary residential mortgages that the Primary Mortgage
 Applications included rental income. That fact does not justify the inference by any
 reasonable juror that she also told them at closing not to read the Applications.
 21
 In their affidavits, Borrowers state that they “did not have time during the loan
 process to read and understand all of the documents provided to [them].” Unlike Dashiell,
 however, they never state that Defendants discouraged them from reading the Applications.
 Without evidence that Defendants concealed the contents of the Applications from
 Borrowers by discouraging them from reading those documents, we cannot say that
 Borrowers “ha[d] been kept in ignorance of the[ir] cause[s] of action by the fraud of
 [Defendants].” Frederick Rd., 360 Md. at 98–99, 756 A.2d at 975.
 Were Petitioners and Borrowers In A Fiduciary Relationship?
 Borrowers also assert that an alleged fiduciary relationship between themselves and
 Petitioners should toll the statute of limitations until counsel contacted Borrowers in 2010
 and 2011. A fiduciary relationship, “by its nature, gives the confiding party the right to
 relax his or her vigilance to a certain extent and rely on both the good faith of the other
 party and that party’s duty to disclose all material facts.” Id. at 99, 756 A.2d at 975.20
 Nevertheless, we need not explore the application of this relaxed standard—the “fiduciary
 rule”—because there is no evidence that Petitioners and Borrowers were ever in a fiduciary
 relationship.
 “Maryland law is cautious in creating fiduciary obligations between banks and
 borrowers, absent special circumstances.” Polek v. J.P. Morgan Chase Bank, N.A., 424
 20
 When a fiduciary relationship exists, “failure to discover the facts constituting
 fraud may toll the statute of limitations, if: (1) the relationship continues unrepudiated, (2)
 there is nothing to put the injured party on inquiry, and (3) the injured party cannot be said
 to have failed to use due diligence in detecting the fraud.” Frederick Rd. Ltd. P’ship v.
 Brown & Sturm, 360 Md. 76, 99, 756 A.2d 963, 975 (2000) (citation omitted).
 22
 Md. 333, 366, 36 A.3d 399, 418 (2012) (citation omitted); see also Parker v. Columbia
 Bank, 91 Md. App. 346, 368, 604 A.2d 521, 532 (1992) (“[T]he relationship of a bank to
 its customer in a loan transaction is ordinarily a contractual relationship between a debtor
 and a creditor, and is not fiduciary in nature.” (emphasis added) (citation omitted)). There
 are four “special circumstances” under which a fiduciary relationship can exist between a
 lender and a borrower: the lender “(1) took on any extra services on behalf of [the
 borrowers] other than furnishing . . . money . . . ; (2) received a greater economic benefit
 from the transaction other than the normal mortgage; (3) exercised extensive control . . . ;
 or (4) was asked by [the borrowers] if there were any lien actions pending.” Polek, 424
 Md. at 366, 36 A.3d at 418. Borrowers do not cite, and our search does not reveal, any
 evidence in the record suggesting that one or more of these “special circumstances” existed.
 Thus, we will not transmute the contractual relationship between Borrowers and Petitioners
 into a fiduciary relationship.
 In sum, we hold that neither CJP § 5-203 nor the fiduciary rule tolled the statute of
 limitations. There is neither evidence that Petitioners concealed the contents of the
 Applications by discouraging Borrowers from reading them nor evidence that Borrowers
 and Petitioners were ever in a fiduciary relationship. Because Borrowers were on inquiry
 notice of their causes of action in 2006 and 2007 when they closed their HELOCs and
 primary residential mortgages, and they did not file suit until December 2011, we further
 hold Petitioners are entitled to judgment as a matter of law that Counts I–IX and XI are all
 barred by the three-year statute of limitations.
 23
 Did Windesheim Or PNC Violate CL § 12-403(a) (Count X)?
 In deciding whether Borrowers were entitled to judgment as a matter of law that
 Petitioners violated CL § 12-403(a), the Court of Special Appeals addressed four separate
 issues and decided that (1) SMLL claims are subject to a 12-year statute of limitations as a
 specialty; (2) Windesheim could qualify as a “lender;” (3) “dissemination of information
 to smaller groups of the public” could qualify as “advertising;” and (4) there was a genuine
 dispute that Windesheim and her Employer “indirectly” advertised. See Larocca, 217 Md.
 App. at 556–70, 94 A.3d at 209–17. Because we consider the “indirect” advertising issue
 dispositive as to whether the intermediate appellate court erred in reversing summary
 judgment for Petitioners on Count X, we limit our analysis to that issue.
 Did Windesheim Or PNC Indirectly Advertise False Or Misleading Statements
 Regarding Secondary Mortgage Loans Or Their Availability?
 The record reveals that Mathews and Prosperity advertised in flyers and on the
 Northrop Team website that they could provide “Home Equity Lines and Loans (to make
 your client non-contingent).” Borrowers contend this statement was false and misleading
 because Prosperity did not have a loan program to make Borrowers non-contingent—
 Prosperity could not provide both the HELOCs and the primary residential mortgages and
 had to fabricate rental income to approve the primary residential mortgages. Assuming
 this statement was false and misleading, we address whether Petitioners could be liable
 under CL § 12-403(a) for indirectly advertising it.
 Section 12-403(a) provides that “[a] person may not advertise directly or indirectly
 in the State any false or misleading statement regarding secondary mortgage loans or their
 24
 availability.” (Emphasis added.). Violation of CL § 12-403(a) or the other provisions of
 the SMLL carries a severe penalty.21 Eager to prove they committed no such violation,
 Windesheim and her Employer argue they cannot be liable for “indirect” advertising
 because they never made any statements regarding HELOCs or their availability.
 Borrowers disagree, contending that Petitioners can be liable for “indirect” advertising
 because Prosperity advertised HELOCs on behalf of Windesheim and her Employer.
 These arguments are premised on competing interpretations of what it means to advertise
 “indirectly” under CL § 12-403(a). Petitioners’ argument assumes advertising “indirectly”
 requires actually making false or misleading statements. Borrowers insist on a broader
 interpretation for advertising “indirectly” that would include Windesheim’s facilitating
 Prosperity’s false or misleading advertisements.
 Bearing in mind that “[t]he cardinal rule of statutory interpretation is to ascertain
 and carry out the true intention of the Legislature,” we begin with the words of the statute
 and accord those words their ordinary and natural significance. Shenker v. Laureate Educ.,
 21
 CL § 12-413 provides:
 Except for a bona fide error of computation, if a lender violates
 any provision of this subtitle he may collect only the principal
 amount of the loan and may not collect any interest, costs, or
 other charges with respect to the loan. In addition, a lender who
 knowingly violates any provision of this subtitle also shall
 forfeit to the borrower three times the amount of interest and
 charges collected in excess of that authorized by law.
 CL § 12-414 provides:
 Any lender, his officer or employee and any other person who
 willfully violates any provision of this subtitle is guilty of a
 misdemeanor and on conviction is subject to a fine not
 exceeding $1,000 or imprisonment not exceeding one year or
 both.
 25
 Inc., 411 Md. 317, 347–48, 983 A.2d 408, 426 (2009). “If the language of the statute is
 clear and unambiguous, we need not look beyond” the language of the statute to ascertain
 the General Assembly’s intent. Anderson v. Council of Unit Owners of Gables on
 Tuckerman Condominium, 404 Md. 560, 572, 948 A.2d 11, 19 (2008).
 When the General Assembly does not define a statutory term, we fill in the meaning
 by first looking to the “plain and ordinary meaning” of the term. Schreyer v. Chaplain,
 416 Md. 94, 108, 5 A.3d 1054, 1062 (2010) (citation omitted). Because “indirect”
 advertising is not defined in the SMLL, we consult dictionary definitions of “indirect.”22
 The American Heritage Dictionary of the English Language defines “indirect” as an
 adjective meaning “[d]iverging from a direct course; roundabout” and “[n]ot directly
 planned for; secondary.” Id. 893 (4th ed. 2006).
 Based on the language of CL § 12-403(a), we discern two equally reasonable
 interpretations of advertising “indirectly.” First, a lender could advertise “indirectly” by
 making a false or misleading statement to a potential borrower that the same potential
 borrower then re-communicates to another potential borrower. Cf. Sherman v. Robinson,
 80 N.Y.2d 483, 485, 606 N.E.2d 1365, 1366 (1992) (an “indirect sale” of liquor to a minor
 22
 See Marriott Emps. Fed. Credit Union v. Motor Vehicle Admin., 346 Md. 437,
 447, 697 A.2d 455, 460 (1997) (“Although dictionary definitions do not provide dispositive
 resolutions of the meaning of statutory terms, dictionaries . . . do provide a useful starting
 point for determining what statutory terms mean, at least in the abstract, by suggesting
 what the legislature could have meant by using particular terms.” (ellipses in original)
 (citations and internal quotation marks omitted)); see also Norman J. Singer & Shambie
 Singer, Statutes And Statutory Construction, § 47:28, 478–79 (7th ed. 2014) (“Absent a
 statutory definition, . . . dictionaries can provide a useful starting point to determine a
 term’s meaning, at least in the abstract, by suggesting what a legislature could have meant
 by using a particular term.”).
 26
 is one in which a vendor sells alcohol to one customer who then shares that alcohol with a
 minor); Bunker’s Glass Co. v. Pilkington plc, 202 Ariz. 481, 484, 47 P.3d 1119, 1122 (Ct.
 App. 2002), aff’d, 206 Ariz. 9, 75 P.3d 99 (2003) (an “indirect purchas[e]” occurs when a
 retailer purchases the manufacturer’s products from a wholesale distributor). In this
 interpretation, the advertising is “indirect” because the original statements were “not
 directly planned for” the third party. See The American Heritage Dictionary of the English
 Language 893. Second, a party advertises “indirectly” by having another party advertise
 false or misleading statements on the first party’s behalf. Cf. Sword v. NKC Hosps., Inc.,
 714 N.E.2d 142, 147–48 (Ind. 1999) (vicarious liability, a legal theory under which a party
 can be liable for the negligence of another acting on the first party’s behalf, is a form of
 “indirect legal responsibility.” (emphasis added) (citation and internal quotation marks
 omitted)). In this interpretation, the advertising is “indirect” because the first party
 “diverg[es] from a direct course” by enlisting the support of another party to communicate
 the false or misleading statements to potential borrowers. The American Heritage
 Dictionary of the English Language 893.
 With two reasonable interpretations of advertising “indirectly,” the language of CL
 § 12-403(a) is ambiguous. See Deville v. State, 383 Md. 217, 223, 858 A.2d 484, 487
 (2004) (“A statute is ambiguous when there are two or more reasonable alternative
 interpretations of the statute.”). When the language of a statute is ambiguous, we look to
 the statute’s legislative history, purpose, and structure in ascertaining the General
 Assembly’s intent. Walzer v. Osborne, 395 Md. 563, 573, 911 A.2d 427, 432 (2006).
 27
 We begin with legislative history. The General Assembly first enacted the SMLL
 with Chapter 390 of the Acts of 1967 (Senate Bill 566). Section 12-403(a) was originally
 Maryland Code (1957, 1972 Repl. Vol.), Article 66, § 67. In 1975, the General Assembly
 transferred the SMLL into the new Commercial Law Article and Article 66, § 67 became
 CL § 12-403(a) and (b). See Chapter 49 of the Acts of 1975. Other than the General
 Assembly’s purpose statements and revisor’s notes in Chapter 390 of the Acts of 1967 and
 Chapter 49 of the Acts of 1975, our search has uncovered no other legislative history for
 CL § 12-403(a).23 These statements and notes provide no help in ascertaining which
 definition of advertising “indirectly” is most consistent with the General Assembly’s intent.
 We turn to statutory purpose. In Thompkins v. Mountaineer Investments, LLC, 439
 Md. 118, 123–24, 94 A.3d 61, 64–65 (2014), we explained that the purpose of the SMLL
 is to protect consumers:
 23
 The purpose of Chapter 390 of the Acts of 1967 was to
 generally provide for the licensing of persons in the business
 of negotiating secondary mortgage loans, and to generally
 provide for the regulations of such persons and such loans, to
 give the Banking Commissioner certain duties and powers in
 the regulation of such persons and such loans, to provide
 penalties for violations and to generally relate to secondary
 mortgage transactions and the regulation of persons in this
 business.
 The purpose of Chapter 49 of the Acts of 1975 was to
 add[] a new article to the Annotated Code of Maryland, to be
 designated and known as the “Commercial Law Article,” to
 revise, restate, and recodify the laws of this State relating and
 pertaining to commercial and related transactions and
 activities, in general, including matters relating to . . .
 secondary mortgage loans[.]
 In this session law, the revisor’s note associated with CL § 12-403(a) states that
 “[t]his section is new language derived without substantive change from Art. 66, § 67.”
 28
 The SMLL is a consumer protection measure that was designed
 to incorporate, complement, and prevent circumvention of the
 usury laws by limiting the interest, fees, and other charges that
 a lender could collect from a borrower as part of a second
 mortgage loan on a residential property. It was designed to
 curb predatory practices that had caused many people, often
 minorities and older people who were in debt and ignorant of
 the intricacies of the law, to lose their homes and become
 subject to crushing deficiency judgments for hugely inflated
 interest, costs, and fees. It is a law intended to guard the foolish
 or unsophisticated borrower, who may be under severe
 financial pressure, from his own improvidence.
 (Citations and internal quotation marks omitted.) Because false or misleading statements
 regarding secondary mortgage loans or their availability have the potential to harm
 consumers regardless of their source, it is reasonable that the General Assembly would
 intend to proscribe both types of advertising “indirectly.” Cf. Wash. Home Remodelers,
 Inc. v. State, Office of Att’y Gen., Consumer Prot. Div., 426 Md. 613, 628, 45 A.3d 208,
 217 (2012) (the Maryland Consumer Protection Act, CL §13-101 et seq., should be
 afforded a “liberal interpretation”). Accordingly, we conclude that a party advertises
 “indirectly” under CL § 12-403(a) when it advertises false or misleading statements that
 are re-communicated to another party and when it works with another party to advertise
 false or misleading statements on its behalf.
 The record is completely devoid of any evidence that Windesheim or PNC
 advertised false or misleading statements that were later re-communicated. Thus,
 Petitioners’ conduct did not satisfy our first definition of advertising “indirectly.”
 We narrow our inquiry to our second definition of advertising “indirectly”—
 whether Windesheim or PNC advertised through Prosperity. Borrowers argue
 29
 circumstantial evidence reveals that Petitioners advertised through Prosperity. This
 circumstantial evidence primarily consists of emails demonstrating that Mathews would
 work with new borrowers to secure financial information and preliminary paperwork for
 HELOCs and then transfer that information and paperwork to Windesheim for her to
 complete the process of approving the HELOCs through National City. For example, in
 an October 19, 2006 email between Mathews and Windesheim discussing the Pfeifers’
 HELOC, Mathews wrote, “Sue—here are some of their documents for Home Equity.” The
 “documents” to which Mathews refers are various forms of proof of income such as
 paystubs and bank and retirement account statements. In an April 10, 2007 email between
 Mathews and Windesheim regarding a $234,000 HELOC for the Nafisi-Iranpours,
 Mathews attached a “Borrower’s Consent for Credit Check” that the Nafisi-Iranpours had
 already signed.
 Borrowers ask us to infer that because Mathews initiated the contact with new
 clients before she worked with Windesheim to approve the HELOCs through National
 City, Windesheim must have known that Prosperity was falsely advertising that they could
 provide HELOCs to permit their clients to buy-first-sell-later. Borrowers contend that
 there was no way for the clients to learn about the HELOCs without this false advertising.
 We need not determine whether Windesheim had knowledge of the false advertising by
 Prosperity, however, because mere knowledge that another is falsely advertising would not
 suffice for “indirect advertising” under the SMLL.
 The precursor to CL § 12-403(a) was Maryland Code (1957, 1972 Repl. Vol.),
 Article 66, § 67. This earlier version, slightly different from CL § 12-403(a), read: “[i]t
 30
 shall be unlawful for any person to cause to be placed before the public in this State,
 directly or indirectly, any false or misleading advertising matter pertaining to secondary
 mortgage loans or the availability thereof[.]” (Emphasis added.) In 1975, when the
 General Assembly transferred Article 66, § 67 into the Commercial Law Article and
 created CL § 12-403(a), the General Assembly made the statute more concise by removing
 the phrase “to cause to be placed before the public” so that it read: “A person may not
 advertise directly or indirectly in the State any false or misleading statement regarding
 secondary mortgage loans or their availability.” Chapter 49 of the Acts of 1975, 439. The
 Revisor’s Note, however, explicitly stated that the language of CL § 12-403(a) was
 “derived without substantive change from Art[icle] 66, § 67.” Chapter 49 of the Acts of
 1975, 440. The General Assembly has not changed the language of CL § 12-403(a) since
 1975.
 The phrase “to cause to be placed before the public” is an important indicator of
 what conduct the General Assembly intended would be required to hold one liable for
 advertising “indirectly.” To “cause” means “[t]o bring about.” The American Heritage
 Dictionary of the English Language 296; accord Black’s Law Dictionary 251 (9th ed.
 2009). We have applied this same definition of “cause.” See, e.g., Pittway Corp. v. Collins,
 409 Md. 218, 248, 973 A.2d 771, 789 (2009) (a negligent act becomes a superseding cause
 when it “brings about harm different in kind from that which would otherwise have
 resulted from the actor’s negligence” (emphasis added) (citation and internal quotation
 marks omitted)); Assateague Coastkeeper v. Md. Dep’t of Env’t, 200 Md. App. 665, 710,
 28 A.3d 178, 205 (2011) (defining “cause” as “to bring about”).
 31
 We infer that by inserting “to be placed before the public” immediately after
 “cause,” the General Assembly intended that a person would have to bring about the
 placing of a false or misleading statement before the public to be liable for advertising
 “indirectly.” The General Assembly’s non-substantive revision in which it removed the
 phrase “cause to be,” did not change the law:
 [R]ecodification of statutes is presumed to be for the purpose
 of clarity rather than change of meaning and, thus, even a
 change in the phraseology of a statute by a codification will not
 ordinarily modify the law unless the change is so radical and
 material that the intention of the Legislature to modify the law
 appears unmistakably from the language of the Code.
 Allen v. State, 402 Md. 59, 71–72, 935 A.2d 421, 428 (2007) (citation and internal
 quotation marks omitted). Specifically, the General Assembly did not intend to change the
 requirements for advertising “indirectly.”
 In this case, there is no evidence that Windesheim or PNC did anything to bring
 about the false advertising of HELOCs. We find no evidence that Petitioners encouraged
 or contracted with Prosperity to falsely advertise, participated in the development of the
 false advertisements, or did anything else that would allow us to conclude that they brought
 about the false advertisements. Even assuming Windesheim knew about the false
 advertisements, this knowledge did nothing to bring them about.
 Conspiracy
 Borrowers also contend, alternatively, that Windesheim and her Employer can be
 vicariously liable for “indirect” advertising based on a conspiracy theory. We explained
 32
 the nature of civil conspiracy in West Maryland Dairy v. Chenowith, 180 Md. 236, 243, 23
 A.2d 660, 664 (1942):
 When individuals associate themselves together in an unlawful
 enterprise, any act done by one of the conspirators is in legal
 contemplation the act of all. The mind of each being intent
 upon a common object, and the energy of each being enlisted
 in a common purpose, each is the agent of all the others, and
 the acts done and words spoken during the existence of the
 enterprise are consequently the acts and words of all.
 Civil conspiracy requires proof of three elements: “1) A confederation of two or
 more persons by agreement or understanding; 2) [S]ome unlawful or tortious act done in
 furtherance of the conspiracy or use of unlawful or tortious means to accomplish an act not
 in itself illegal; and 3) Actual legal damage resulting to the plaintiff.” Lloyd v. Gen. Motors
 Corp., 397 Md. 108, 154, 916 A.2d 257, 284 (2007) (citation and internal quotation marks
 omitted). Civil conspiracy may be proved by circumstantial evidence because “in most
 cases it would be practically impossible to prove a conspiracy by means of direct evidence
 alone.” Hoffman v. Stamper, 385 Md. 1, 25, 867 A.2d 276, 291 (2005) (citation and internal
 quotation marks omitted). More specifically, a civil conspiracy
 may be established by inference from the nature of the acts
 complained of, the individual and collective interest of the
 alleged conspirators, the situation and relation of the parties at
 the time of the commission of the acts, the motives which
 produced them, and all the surrounding circumstances
 preceding and attending the culmination of the common
 design.
 Id. at 25–26, 867 A.2d at 291 (citation and internal quotation marks omitted).
 There are three unlawful acts that Borrowers identify as the basis for a civil
 conspiracy between Petitioners and Prosperity: (1) falsely advertising that Prosperity could
 33
 provide Borrowers’ HELOCs and their primary residential mortgages; (2) misrepresenting
 on the HELOC Applications that Borrowers were applying for HELOCs against their
 primary residences; and (3) falsifying rental income on the Primary Mortgage
 Applications.
 Evidence that Prosperity falsely advertised that it could provide the HELOCs and
 primary residential mortgages fails the first element of the civil conspiracy test. Although
 the facts suggest that Windesheim knew that Mathews was working with the same clients
 for which Windesheim processed HELOC applications,24 there is no evidence from which
 one could reasonably infer that Windesheim knew that Mathews and Prosperity were
 falsely advertising that Prosperity, not National City, would provide the HELOCs. Without
 any evidence that Windesheim or her PNC knew about the false advertising, we cannot
 conclude there was an agreement or understanding between Petitioners and Prosperity to
 falsely advertise the availability of HELOCs.
 The second—misrepresenting that Borrowers were applying for HELOCs against
 their primary residences—also fails, for a somewhat different reason. There are several
 emails that support an inference that Windesheim and Mathews agreed that Windesheim
 24
 Windesheim was included on emails in which Mathews discussed arranging
 HELOCs for clients. Other emails demonstrate that Mathews would obtain initial financial
 information from potential borrowers and then transfer that paperwork to Windesheim so
 she could complete the applications and process the loans through National City.
 34
 would misrepresent to National City that Borrowers were applying for HELOCs against
 their primary residences.25
 An agreement to have Borrowers make that misrepresentation to National City may
 be an illegal conspiracy to defraud the bank. But it is the wrong conspiracy. Borrowers’
 suit is based on alleged false advertising. For the acts of one co-conspirator to be regarded
 as acts of the other co-conspirators for purposes of establishing liability, the acts must be
 in furtherance of the conspiracy. Mackey, 391 Md. at 144, 892 A.2d at 495; see id.
 (“[C]ivil co-conspirators . . . act as agents of one [an]other when engaging in acts in
 furtherance of their conspiracy.” (emphasis added)). Here, Prosperity’s falsely advertising
 that it could provide the HELOCs cannot be regarded as an act of Petitioners because the
 only evidence of conspiracy between Prosperity and Windesheim was to defraud
 Windesheim’s employer, PNC. Thus, there can be no liability for Petitioners.
 Finally, there is no evidence that Windesheim or PNC conspired with Prosperity to
 falsify rental income. Borrowers offered no evidence identifying which of the numerous
 25
 In a March 2, 2007 email with a potential borrower, Mathews lamented that the
 potential borrower did not have a contract on her current home. Mathews then committed
 to arranging a HELOC for the borrower and expressed that she “hope[d] that lowering the
 price will help you obtain the offer on your house soon.” Windesheim was included on
 this email. In another email initiated by Mathews and on which Windesheim was included,
 Mathews confirmed that Windesheim would process a HELOC for the Nafisi-Iranpours to
 “go non [c]ontingent.” The Nafisi-Iranpours’s HELOC Application bears Windesheim’s
 name and the box for “primary residence” is checked. Moreover, in an email between
 Mathews, Windesheim, and Frank Larocca, Mathews discussed removing the “for sale”
 sign from the Laroccas old home while it was appraised. The email goes on to address tax
 return documents that could be used to qualify the Laroccas for a HELOC. The Larocca’s
 HELOC Application bears Windesheim’s name and the box for “primary residence” is
 checked.
 35
 Defendants falsified the rental income. Although Mathews may have had a financial
 interest in ensuring that the fraudulent rental income was included on the Primary Mortgage
 Applications, neither PNC nor Windesheim shared this interest. See Hoffman, 385 Md. at
 25, 867 A.2d at 291 (One of the circumstances we consider when determining whether
 there is evidence of civil conspiracy is “the individual and collective interest of the alleged
 conspirators.”). Their interest was only in the HELOCs, which were not contingent on the
 Prosperity loans. Given a lack of interest in Prosperity’s loans and no direct evidence of
 agreement, we find no evidence in the record from which a reasonable juror could infer
 that Petitioners and Mathews or Prosperity conspired to falsify rental income.
 In sum, not only is there no evidence that Windesheim or PNC brought about false
 advertising of HELOCs, but also there is no factual basis upon which they could be held
 liable for false advertising based on a conspiracy theory. Accordingly, we conclude as a
 matter of law that Petitioners did not advertise “indirectly” under CL § 12-403(a).
 CONCLUSION
 In conclusion, we hold that Borrowers were on inquiry notice of their causes of
 action against Windesheim and her Employer when Borrowers closed their HELOCs and
 primary residential mortgages in 2006 and 2007. Borrowers are presumed to have read
 and understood the contents of the Applications because it is undisputed that Borrowers
 signed them at the closings. With knowledge of several elements of critical information
 that suggested that their loan transactions were not proceeding as they expected, Borrowers
 had sufficient information for inquiry notice. Neither CJP § 5-203 nor the fiduciary rule
 tolled the statute of limitations because there is neither evidence that Petitioners
 36
 encouraged Borrowers not to read the Applications nor evidence that Borrowers and
 Petitioners were in a fiduciary relationship. Thus, because Borrowers did not file their suit
 until December 2011, Windesheim and her Employer are entitled to judgment as a matter
 of law that Counts I–IX and XI are barred by the three-year statute of limitations.
 We further hold that Petitioners did not indirectly advertise any false or misleading
 statements about secondary mortgage loans or their availability. There is neither evidence
 that Windesheim or PNC brought about false advertising nor evidence that would support
 liability for false advertising based on a conspiracy theory. Thus, Petitioners are entitled
 to judgment as a matter of law that they did not violate CL § 12-403(a) (Count X).
 Accordingly, we reverse the judgment of the Court of Special Appeals reversing the
 Circuit Court’s grant of summary judgment for Windesheim and her Employer on Counts
 I–XI.
 JUDGMENT OF THE COURT OF
 SPECIAL APPEALS REVERSED AS
 TO PETITIONERS. CASE
 REMANDED TO THAT COURT
 WITH INSTRUCTIONS TO AFFIRM
 THE JUDGMENT OF THE CIRCUIT
 COURT FOR HOWARD COUNTY
 AS TO PETITIONERS AND TO
 CONDUCT SUCH FURTHER
 PROCEEDINGS AS ARE
 NECESSARY AND NOT
 INCONSISTENT WITH THIS
 OPINION. COSTS TO BE PAID BY
 RESPONDENTS.
 37


type: contracts

jurisdiction: EU

text:
 11/Sv. 121
 HR
 Službeni list Europske unije
 11
 22005A0607(01)
 L 143/28
 SLUŽBENI LIST EUROPSKE UNIJE
 SPORAZUM
 o suradnji između Vlade Republike Kazakstana i Europske zajednice za atomsku energiju u području kontrolirane nuklearne fuzije
 VLADA REPUBLIKE KAZAKSTANA,
 s jedne strane, i
 EUROPSKA ZAJEDNICA ZA ATOMSKU ENERGIJU,
 s druge strane,
 dalje u tekstu „Zajednica”, a obje općenito dalje u tekstu, „stranka” ili „stranke”, prema potrebi,
 PODSJEĆAJUĆI da su Sporazum o partnerstvu i suradnji 23. siječnja 1995. potpisale Europske zajednice i njihove članice i Kazakstan;
 ŽELEĆI olakšati postignuća u području dobivanja energije fuzije kao mogućeg izvora energije koji je prihvatljiv za okoliš, ekonomski konkurentan i praktički neiscrpan,
 UTVRĐUJUĆI da je Program fuzije Zajednice široko usmjeren opsežan program temeljen na toroidalnom magnetskom zatočenju,
 UTVRĐUJUĆI da je program Kazakstana za fuziju ciljani program usredotočen na posebna dostignuća fuzijske znanosti i tehnologije u Kazakstanu;
 PREPOZNAJUĆI uzajamnu korist koja se postiže uspostavom uže povezanosti između znanstvenih zajednica stranaka koje djeluju u području kontrolirane nuklearne fuzije;
 ODLUČNE ojačati suradnju između stranaka u području kontrolirane nuklearne fuzije putem redovitih savjetovanja,
 SPORAZUMJELE SU SE:
 Članak 1.
 Cilj je ovog Sporazuma održavanje i intenziviranje suradnje između stranaka u područjima koja obuhvaćaju njihovi fuzijski programi, na temelju međusobne koristi, kako bi razvijalo znanstveno razumijevanje i tehnološke mogućnosti na kojima se temelji energetski sustav magnetske fuzije.
 Članak 2.
 Suradnja prema ovom Sporazumu odnosi se na sljedeća područja istraživanja:
 (a)
 eksperimentalne i teorijske studije o zatočenju, prijenosu, grijanju i upravljanju tokom plazme (uključujući i razvoj s tim povezanih sustava RF-a) i dijagnostici, u magnetskim uređajima;
 (b)
 tehnologija energije fuzije;
 (c)
 primijenjena fizika plazme;
 (d)
 razvoj politika, programa i planova; i
 (e)
 ostala područja koja međusobno dogovore stranke.
 Članak 3.
 Suradnja u područjima prema članku 2. Sporazuma primjenjuje se putem:
 (a)
 razmjene i pribavljanja podataka;
 (b)
 razmjene i pribavljanja osoblja;
 (c)
 različitih oblika susreta;
 (d)
 razmjene i pribavljanja uzoraka, instrumenata i uređaja za istraživanja i procjene;
 (e)
 ujednačenog sudjelovanja u zajedničkim studijama i djelatnostima, i
 (f)
 uključenjem u rad druge stranke u području programa ili projekata fuzije, uključujući i suradnju s trećim osobama, prema potrebi; i
 (g)
 ostalih aktivnosti koje međusobno dogovore stranke.
 Članak 4.
 1. Provedbeni dogovori o posebnim zajedničkim aktivnostima se u potrebnom opsegu sklapaju između:
 Zajednice ili neke druge organizacije povezane s njom u okviru Programa fuzije Zajednice, a koju je Zajednica odredila u tu svrhu;
 Vlade Republike Kazakstana, čije je izvršno tijelo u tu svrhu Ministarstvo za energetiku i mineralne sirovine Republike Kazakstana ili neke druge organizacije, koju je Republika Kazakstan odredila u tu svrhu.
 2. O posebnim uvjetima potrebnim za provođenje djelatnosti iz članka 3. dogovaraju se obje stranke putem provedbenih dogovora, koji sadrže:
 (a)
 posebne pojedinosti, postupke i financijske odredbe pojedinih zajedničkih aktivnosti;
 (b)
 dodjeljivanje odgovornosti za operativno upravljanje dotičnom aktivnošću pojedinačnoj organizaciji ili operativnom zastupniku;
 (c)
 detaljne odredbe o širenju informacija i postupanju s intelektualnim vlasništvom.
 3. Kako bi na najmanju moguću mjeru svela umnožavanje rada, svaka stranka primjereno usklađuje svoje aktivnosti prema ovom Sporazumu s drugim međunarodnim aktivnostima vezanim uz istraživanje i razvoj u području kontrolirane nuklearne fuzije u kojima sudjeluje druga stranka.
 Članak 5.
 1. Stranke osnivaju Koordinacijski odbor koji usklađuje i nadzire provedbu ovog Sporazuma. Svaka stranka imenuje jednak broj članova Koordinacijskog odbora za usklađivanje i predlaže jednog od imenovanih članova za voditelja izaslanstva. Koordinacijski odbor sastaje se svake godine, naizmjence u Zajednici i Kazakstanu, ako se ne utvrdi drukčije. Voditelj izaslanstva stranke domaćina predsjeda sastanku.
 2. Dužnosti Koordinacijskog odbora za usklađivanje uključuju:
 (a)
 ocjenjivanje stanja suradnje na temelju ovog Sporazuma;
 (b)
 utvrđivanje posebnih zadaća koje treba poduzeti u područjima iz članka 2. ovog Sporazuma, ne dovodeći u pitanje autonomno odlučivanje stranaka o njihovim programima.
 3. Sve odluke Odbora za suradnju jednoglasne su.
 4. Za razdoblja između sastanaka Koordinacijskog odbora, svaka stranka imenuje izvršnog tajnika koji djeluje u njezino ime u svim pitanjima suradnje na temelju ovog Sporazuma. Izvršni tajnik odgovoran je za tekuće vođenje te suradnje.
 Članak 6.
 Sve troškove koji proizlaze iz suradnje snosi stranka kod koje su nastali, osim ako u pisanom obliku drukčije izričito dogovore provedbene agencije.
 Članak 7.
 Uporaba i širenje informacija i prava intelektualnog vlasništva uključujući industrijsko vlasništvo, patente i autorska prava koja proizlaze iz djelatnosti suradnje na temelju ovog Sporazuma u skladu su s Prilozima, koji čine sastavni dio ovog Sporazuma.
 Članak 8.
 Ništa se u ovom Sporazumu ne tumači tako da dovodi u pitanje postojeće i buduće dogovore o suradnji između stranaka.
 Članak 9.
 1. Djelovanje stranaka na temelju ovog Sporazuma podložno je raspoloživosti odgovarajućih sredstava.
 2. Suradnja na temelju ovog Sporazuma u skladu je s primjenjivim zakonima i propisima kod obje stranke.
 3. Svaka stranka nastoji u okviru primjenjivih zakona i propisa olakšati ispunjavanje formalnosti koje se tiču kretanja osoba, prijenosa materijala i opreme te prijenosa valute, potrebnih za provođenje suradnje.
 4. Naknada za štetu nastalu tijekom provođenja ovog Sporazuma isplaćuje se u skladu s mjerodavnim zakonima i propisima obiju stranaka.
 Članak 10.
 Pridržavajući se mjerodavnih zakona i propisa, stranke se obvezuju riješiti sva pitanja vezana uz ovaj Sporazum putem međusobnog savjetovanja.
 Članak 11.
 1. Ovaj Sporazum stupa na snagu na dan (1) koji stranke, razmjenom diplomatskih nota odrede za njegovo stupanje na snagu i ostaje na snazi za početno razdoblje od 10 godina.
 2. Nakon toga se Sporazum automatski obnavlja na petogodišnja razdoblja, osim ako neka od stranaka u pisanom obliku zatraži njegov prestanak ili ponovne pregovore najkasnije šest mjeseci prije datuma njegova isteka.
 3. U slučaju prestanka ili ponovnih pregovora o Sporazumu, njegove odredbe ostaju na snazi u svom prethodnom obliku za aktivnosti suradnje koje su započete prije zahtjeva za prestankom ili ponovnim pregovorima i prije provedbenih dogovora iz članka 4., do završetka tih aktivnosti i dogovora.
 4. Prestanak ovog Sporazuma ne utječe na prava i obveze stranaka iz članka 7. ovog Sporazuma.
 Članak 12.
 U mjeri u kojoj se odnosi na Zajednicu, ovaj se Sporazum primjenjuje, na područja u kojima se primjenjuje Ugovor o osnivanju Europske zajednice za atomsku energiju i na područja zemalja koje sudjeluju u Programu fuzije Zajednice kao punopravno pridružene treće države.
 Članak 13.
 Ovaj je Sporazum sastavljen u dva primjerka na danskom, engleskom, finskom, francuskom, grčkom, nizozemskom, njemačkom, portugalskom, španjolskom, švedskom, talijanskom, kazaškom i ruskom jeziku, pri čemu je svaki od tih tekstova jednako vjerodostojan.
 Sastavljeno u Bruxellesu 29. studenoga 2002.
 Za Europsku zajednicu za atomsku energiju
 Philippe BUSQUIN
 Za Vladu Republike Kazakstana
 Akhmetzhan S. YESSIMOV
 (1) 13. travnja 2004.
 PRILOG I.
 Opća načela dodjele prava intelektualnog vlasništva
 (1)
 koja proizlaze iz zajedničke suradnje u sklopu Sporazuma o suradnji u području kontrolirane nuklearne fuzije
 I. VLASNIŠTVO, DODJELA I OSTVARIVANJE PRAVA
 1.
 Ovaj se Sporazum primjenjuje na zajedničke aktivnosti istraživanja na temelju ovog Sporazuma osim ako stranke ne utvrde drukčije. Sudionici zajednički razvijaju planove tehnološkog upravljanja (PTU) (2) s obzirom na vlasništvo i uporabu, uključujući objavljivanje informacija i intelektualnog vlasništva, (IV) ostvarenih tijekom zajedničkog istraživanja. PTU-ove odobravaju stranke prije sklapanja ugovora o suradnji u području istraživanja i razvoja, na koje se oni odnose. PTU-ovi se razvijaju uzimajući u obzir ciljeve zajedničkog istraživanja, relativne doprinose sudionika, prednosti i nedostatke licenciranja prema državnom području ili za područja uporabe, zahtjeve koje nameću primjenjivi zakoni i ostale čimbenike koje sudionici smatraju primjerenima. Zajednički planovi tehnološkog upravljanja također se odnose na prava i obveze u pogledu IV-a u vezi se odnosi na istraživanja gostujućih istraživača.
 2.
 Informacije ili IV nastali tijekom zajedničkog istraživanja na koje se PTU-i ne odnose uz odobrenje stranaka dodjeljuju se u skladu s načelima utvrđenima u PTU-ima. U slučaju neslaganja, takve informacije i IV zajedničko su vlasništvo svih sudionika uključenih u zajedničko istraživanje u kojem su oni nastali. Svaki sudionik na kojeg se odnosi odredba ima pravo uporabe takvih informacija i IV-a u vlastite komercijalne svrhe bez zemljopisnih ograničenja.
 3.
 Svaka stranka osigurava da druga stranka i njezini sudionici imaju prava na IV koja su im dodijeljena u skladu s ovim načelima.
 4.
 Zadržavajući uvjete konkurentnosti u područjima na koja se odnosi ovaj Sporazum, svaka stranka nastoji osigurati da se prava koja su stečena i dogovori do kojih je došlo u skladu s ovim Sporazumom provode tako da se potiče posebno:
 i.
 širenje i uporaba informacija nastalih, objavljenih, ili na druge zakonske načine stavljenih na raspolaganje na temelju ovog Sporazuma;
 ii.
 usvajanje i provedba međunarodnih tehničkih norma.
 II. AUTORSKA DJELA
 S autorskim pravima koja pripadaju strankama ili njihovim sudionicima postupa se u skladu s Bernskom konvencijom (Pariški akt 1971.)
 III. KNJIŽEVNA DJELA ZNANSTVENOG KARAKTERA
 Ne dovodeći u pitanje odjeljak IV., osim ako nije drukčije dogovoreno PTU-om, rezultate predmetnog istraživanja zajednički objavljuju stranke ili sudionici tog zajedničkog istraživanja. U skladu s navedenim općim pravilom primjenjuje se sljedeći postupak:
 1.
 u slučaju kad jedna stranka ili javna tijela te stranke objave znanstvene ili tehničke časopise, članke, izvješća, knjige, uključujući video-zapise ili softver, koji proizlaze iz zajedničkog istraživanja u okviru ovog Sporazuma, druga stranka ima pravo na svjetsku, neisključivu, neopozivu licenciju bez plaćanja autorske naknade za prevođenje, reprodukciju, prilagodbu, emitiranje i javnu distribuciju tih djela;
 2.
 stranke osiguravaju da se književna djela znanstvenog karaktera koja proizlaze iz zajedničkog istraživanja u okviru ovog Sporazuma, a koja objave neovisni izdavači šire u javnosti što je više moguće;
 3.
 na svim primjercima autorskog djela namijenjena javnoj distribuciji i pripremljena u skladu s ovom odredbom, navodi se ime(na) autora, osim ako autor(i) izričito odbijaju da ih se imenuje. Primjerci također trebaju sadržati jasno vidljivu zahvalu na suradničkoj pomoći stranaka.
 IV. NEOBJAVLJENE INFORMACIJE
 A. Dokumentirane neobjavljene informacije
 1.
 Svaka stranka ili njezini sudionici, kad je primjenjivo, što je prije moguće i po mogućnosti u PTU-u određuju informacije za koje žele da ostanu neobjavljene u okviru ovog Sporazuma, uzimajući u obzir, inter alia, sljedeća mjerila:
 —
 tajnost informacije u smislu da ona nije, kao cjelina ili u određenom sastavu ili kombinaciji svojih dijelova, općepoznata ili preko zakonitih sredstava već dostupna stručnjacima u tom području,
 —
 stvarnu ili moguću komercijalnu vrijednost informacija na temelju njihove tajnosti,
 —
 prethodnu zaštitu informacija u smislu da ih je osoba koja nad njima ima zakonski nadzor u danim okolnostima podvrgla razumnim mjerama radi očuvanja njihove tajnosti.
 Stranke i njihovi sudionici mogu se u određenim slučajevima dogovoriti, osim ako to nije drukčije navedeno, da se sve informacije ili njihovi dijelovi, dostavljeni, razmijenjeni ili stvoreni tijekom zajedničkog istraživanja na temelju ovog Sporazuma, ne smiju objaviti.
 2.
 Svaka stranka osigurava da druga stranka lako prepozna neobjavljene informacije na temelju ovog Sporazuma, i njihovu povlaštenu prirodu, na primjer pomoću odgovarajućeg označivanja ili tablice ograničenja. Ovo se odnosi i na svaku reprodukciju navedenih informacija, u cijelosti ili djelomičnu.
 Stranka koja prima neobjavljene informacije na temelju ovog Sporazuma poštuje njihovu povlaštenu prirodu. Ova ograničenja automatski prestaju kad vlasnik informacije bez ograničenja tu informaciju objavi stručnjacima u tom području;
 3.
 Neobjavljene informacije priopćene u skladu s ovim Sporazumom stranka primateljica smije prenositi svojem osoblju ili zaposlenicima te drugim predmetnim odjelima ili agencijama stranke primateljice, ovlaštenim za posebne namjene zajedničkog istraživanja u tijeku, pod uvjetom da je svaka tako prenošena neobjavljena informacija u skladu s posebnim dogovorom o povjerljivosti podataka i da je se kao takvu može lako prepoznati, kako je gore navedeno;
 4.
 Uz prethodnu pisanu suglasnost stranke koja dostavlja neobjavljene informacije na temelju ovog Sporazuma, stranka primateljica smije širiti neobjavljene informacije i dalje nego što je inače dozvoljeno stavkom (c). Stranke surađuju u razvijanju postupaka za zahtijevanje i pribavljanje prethodne pisane suglasnosti za takvo širenje prenošenje, a svaka od njih izdaje takvo odobrenju u opsegu koji dopuštaju njezine nacionalne politike, zakoni i propisi.
 B. Nedokumentirane neobjavljene informacije
 S nedokumentiranim neobjavljenim informacijama ili drugim povjerljivim ili povlaštenim informacijama dobivenim na seminarima i drugim sastancima organiziranim na temelju ovog Sporazuma, ili informacijama koje proizlaze iz zapošljavanja osoblja, uporabe prostora ili zajedničkih projekata, stranke ili njezini sudionici postupaju u skladu s načelima određenim za dokumentirane informacije u ovom Sporazumu, ali pod uvjetom da je primatelj tih neobjavljenih informacija i drugih povjerljivih ili povlaštenih informacija upoznat s povjerljivom prirodom priopćenih informacija u vrijeme njihova priopćavanja.
 C. Nadzor
 Svaka stranka nastoji osigurati da se neobjavljene informacije koje je primila u okviru ovog Sporazuma nadziru kako je njime predviđeno. Ako jedna od stranaka ustanovi da ne može, ili je utemeljeno očekivati da neće moći, poštovati odredbe o neširenju iz gore navedenih stavaka A i B, o tome odmah obavješćuje drugu stranku. Stranke se nakon tog savjetuju kao bi odredile primjeren daljnji postupak.
 (1) Definicije pojmova iz ovih općih načela utvrđene su u Prilogu II.
 (2) Okvirne značajke tih PTU-a utvrđene su u Prilogu III.
 PRILOG II.
 DEFINICIJE
 1. INTELEKTUALNO VLASNIŠTVO: ima značenje prema članku 2. Konvencije o osnivanju Svjetske organizacije za intelektualno vlasništvo, potpisane u Stockholmu 14. srpnja 1967.
 2. SUDIONICI: svaka fizička ili pravna osoba, uključujući i same stranke, koja sudjeluje u projektu na temelju ovog Sporazuma.
 3. ZAJEDNIČKO ISTRAŽIVANJE: istraživanje koje se provodi i/ili financira zajedničkim doprinosom stranaka i uz suradnju sudionika obiju stranaka, kad je primjenjivo.
 4. INFORMACIJA: znanstveni ili tehnički podaci, rezultati ili metode istraživanja i razvoja koji proizlaze iz ZAJEDNIČKOG ISTRAŽIVANJA ili bilo koje druge informacije koje stranke i/ili sudionici uključeni u ZAJEDNIČKO ISTRAŽIVANJE smatraju potrebnim dostavljati ili razmjenjivati na temelju ovog Sporazuma ili istraživanja u skladu s njime.
 PRILOG III.
 OKVIRNE ZNAČAJKE PLANA TEHNOLOŠKOG UPRAVLJANJA (PTU)
 PTU je poseban sporazum koji sklapaju sudionici, o provođenju zajedničkog istraživanja i pravima i obvezama sudionika. Uzimajući u obzir IV, PTU se uobičajeno odnosi, inter alia, na: vlasništvo, zaštitu, prava korištenja za namjene istraživanja i razvoja, korištenje i širenje, uključujući dogovore za zajedničko objavljivanje, prava i obveze gostujućih istraživača i postupke za rješavanje sporova. PTU se također može odnositi i na novonastale informacije i popratne informacije, licenciranje ili očekivani rezultati.


text:
 19.1.2006
 FR
 Journal officiel de l'Union européenne
 L 14/22
 DÉCISION DU COMITÉ MIXTE DE L'EEE
 N
 o 134/2005
 du 21 octobre 2005
 modifiant l'annexe XVIII (santé et sécurité au travail, droit du travail et égalité de traitement des hommes et des femmes) de l'accord sur l’EEE
 LE COMITÉ MIXTE DE L'EEE,
 vu l'accord sur l'Espace économique européen, modifié par le protocole portant adaptation de cet accord, ci-après dénommé «l'accord», et notamment son article 98,
 considérant ce qui suit:
 (1)
 L'annexe XVIII de l'accord a été modifiée par la décision du Comité mixte de l'EEE no 43/2005 (1).
 (2)
 La directive 2004/37/CE du Parlement européen et du Conseil du 29 avril 2004 concernant la protection des travailleurs contre les risques liés à l'exposition à des agents cancérigènes ou mutagènes au travail (sixième directive particulière au sens de l'article 16, paragraphe 1, de la directive 89/391/CEE du Conseil) (2) doit être intégrée à l’accord.
 (3)
 La directive 2004/37/CE abroge la directive 90/394/CEE du Conseil (3), qui est intégrée à l'accord et doit donc en être supprimée,
 DÉCIDE:
 Article premier
 L'annexe XVIII de l'accord est modifiée comme suit:
 1)
 Le point suivant est inséré après le point 14 (directive 90/394/CEE du Conseil):
 «14a.
 32004 L 0037: directive 2004/37/CE du Parlement européen et du Conseil du 29 avril 2004 concernant la protection des travailleurs contre les risques liés à l'exposition à des agents cancérigènes ou mutagènes au travail (sixième directive particulière au sens de l'article 16, paragraphe 1, de la directive 89/391/CEE du Conseil) (JO L 158 du 30.4.2004, p. 50), rectifiée dans le JO L 229 du 29.6.2004, p. 23.»
 2)
 Le texte du point 14 (directive 90/394/CEE du Conseil) est supprimé.
 Article 2
 Les textes de la directive 2004/37/CE, rectifiée dans le JO L 229 du 29.6.2004, p. 23, en langues islandaise et norvégienne, à publier dans le supplément EEE du Journal officiel de l'Union européenne, font foi.
 Article 3
 La présente décision entre en vigueur le 22 octobre 2005, pour autant que toutes les notifications prévues à l'article 103, paragraphe 1, de l'accord aient été faites au Comité mixte de l'EEE (4).
 Article 4
 La présente décision est publiée dans la partie EEE et dans le supplément EEE du Journal officiel de l’Union européenne.
 Fait à Bruxelles, le 21 octobre 2005.
 Par le Comité mixte de l'EEE
 Le président
 SAS le prince Nicolas de LIECHTENSTEIN
 (1) JO L 198 du 28.7.2005, p. 45.
 (2) JO L 158 du 30.4.2004, p. 50, rectifiée dans le JO L 229 du 29.6.2004, p. 23.
 (3) JO L 196 du 26.7.1990, p. 1.
 (4) Pas d'obligations constitutionnelles signalées.