reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 5 - Transfer of Interests and Rights; Ownership and Transfers; Financing Arrangements › Section 22-503 - Transfer of Contractual Interest

The following rules apply to a transfer of a contractual interest:
(1)    A party’s contractual interest may be transferred unless the transfer:
(A)    Is prohibited by other law; or
(B)    Except as otherwise provided in paragraph (3) of this subsection, would materially change the duty of the other party, materially increase the burden or risk imposed on the other party, or materially impair the other party’s property or its likelihood or expectation of obtaining return performance.
(2)    Except as otherwise provided in paragraph (3) of this subsection and § 22-508(a)(1)(B) of this subtitle, a term prohibiting transfer of a party’s contractual interest is enforceable, and a transfer made in violation of that term is a breach of contract and is ineffective to create contractual rights in the transferee against the nontransferring party, except to the extent that:
(A)    The contract is a license for incorporation or use of the licensed information or informational rights with information or informational rights from other sources in a combined work for public distribution or public performance and the transfer is of the completed, combined work; or
(B)    The transfer is of a right to payment arising out of the transferor’s due performance of less than its entire obligation and the transfer would be enforceable under paragraph (1) in the absence of the term prohibiting transfer.
(3)    A right to damages for breach of the whole contract or a right to payment arising out of the transferor’s due performance of its entire obligation may be transferred notwithstanding an agreement otherwise.
(4)    A term that prohibits transfer of a contractual interest under a mass-market license by the licensee must be conspicuous.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 5 - Transfer of Interests and Rights; Ownership and Transfers; Financing Arrangements › Section 22-504 - Effect of Transfer of Contractual Interest

(a)    A transfer of “the contract” or of “all my rights under the contract”, or a transfer in similar general terms, is a transfer of all contractual interests under the contract. Whether the transfer is effective is determined by §§ 22-503 and 22-508(a)(1)(B) of this subtitle.
(b)    The following rules apply to a transfer of a party’s contractual interests:
(1)    The transferee is subject to all contractual use terms.
(2)    Unless the language or circumstances otherwise indicate, as in a transfer as security, the transfer delegates the duties of the transferor and transfers its rights.
(3)    Acceptance of the transfer is a promise by the transferee to perform the delegated duties. The promise is enforceable by the transferor and any other party to the original contract.
(4)    The transfer does not relieve the transferor of any duty to perform, or of liability for breach of contract, unless the other party to the original contract agrees that the transfer has that effect.
(c)    A party to the original contract, other than the transferor, may treat a transfer that conveys a right or duty of performance without its consent as creating reasonable grounds for insecurity and, without prejudice to the party’s rights against the transferor, may demand assurances from the transferee under § 22-708 of this title.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 5 - Transfer of Interests and Rights; Ownership and Transfers; Financing Arrangements › Section 22-505 - Performance by Delegate; Subcontract

(a)    A party may perform its contractual duties or exercise its contractual rights through a delegate or a subcontract unless:
(1)    The contract prohibits delegation or subcontracting; or
(2)    The other party has a substantial interest in having the original promisor perform or control the performance.
(b)    Delegating or subcontracting performance does not relieve the delegating party of a duty to perform or of liability for breach.
(c)    An attempted delegation that violates a term prohibiting delegation is not effective.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 5 - Transfer of Interests and Rights; Ownership and Transfers; Financing Arrangements › Section 22-506 - Transfer of Transferee's Interest by Licensee

(a)    If all or any part of a licensee’s interest in a license is transferred, voluntarily or involuntarily, the transferee does not acquire an interest in information, copies, or the contractual or informational rights of the licensee unless the transfer is effective under § 22-503 or § 22-508(a)(1)(B) of this subtitle. If the transfer is effective, the transferee takes subject to the terms of the license.
(b)    Except as otherwise provided under trade secret law, a transferee acquires no more than the contractual interest or other rights that the transferor was authorized to transfer.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 5 - Transfer of Interests and Rights; Ownership and Transfers; Financing Arrangements › Section 22-507 - Financing if Financier Does Not Become Licensee

If a financier does not become a licensee in connection with its financial accommodation contract, the following rules apply:
(1)    The financier does not receive the benefits or burdens of the license.
(2)    The licensee’s rights and obligations with respect to the information and informational rights are governed by:
(A)    The license;
(B)    Any rights of the licensor under other law; and
(C)    To the extent not inconsistent with subparagraphs (A) and (B) of this paragraph, any financial accommodation contract between the financier and the licensee, which may add additional conditions to the licensee’s right to use the licensed information or informational rights.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 5 - Transfer of Interests and Rights; Ownership and Transfers; Financing Arrangements › Section 22-508 - Finance Licenses

(a)    If a financier becomes a licensee in connection with its financial accommodation contract and then transfers its contractual interest under the license, or sublicenses the licensed computer information or informational rights, to a licensee receiving the financial accommodation, the following rules apply:
(1)    The transfer or sublicense to the accommodated licensee is not effective unless:
(A)    The transfer or sublicense is effective under § 22-503 of this subtitle; or
(B)    The following conditions are fulfilled:
(i)    Before the licensor delivered the information or granted the license to the financier, the licensor received notice in a record from the financier giving the name and location of the accommodated licensee and clearly indicating that the license was being obtained in order to transfer the contractual interest or sublicense the licensed information or informational rights to the accommodated licensee;
(ii)    The financier became a licensee solely to make the financial accommodation; and
(iii)    The accommodated licensee adopts the terms of the license, which terms may be supplemented by the financial accommodation contract, to the extent the terms of the financial accommodation contract are not inconsistent with the license and any rights of the licensor under other law.
(2)    A financier that makes a transfer that is effective under subparagraph (1)(B) of this paragraph may make only the single transfer or sublicense contemplated by the notice unless the licensor consents to a later transfer.
(b)    If a financier makes an effective transfer of its contractual interest in a license, or an effective sublicense of the licensed information or informational rights, to an accommodated licensee, the following rules apply:
(1)    The accommodated licensee’s rights and obligations are governed by:
(A)    The license;
(B)    Any rights of the licensor under other law; and
(C)    To the extent not inconsistent with subparagraphs (A) and (B) of this paragraph, the financial accommodation contract, which may impose additional conditions to the licensee’s right to use the licensed information or informational rights.
(2)    The financier does not make warranties to the accommodated licensee other than the warranty under § 22-401(b)(1) of this title and any express warranties in the financial accommodation contract.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 5 - Transfer of Interests and Rights; Ownership and Transfers; Financing Arrangements › Section 22-509 - Financing Arrangements: Obligations Irrevocable

Unless the accommodated licensee is a consumer, a term in a financial accommodation contract providing that the accommodated licensee’s obligations to the financier are irrevocable and independent is enforceable. The obligations become irrevocable and independent upon the licensee’s acceptance of the license or the financier’s giving of value, whichever occurs first.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 5 - Transfer of Interests and Rights; Ownership and Transfers; Financing Arrangements › Section 22-511 - Financing Arrangements: Effect on Licensor's Rights

(a)    The creation of a financier’s interest does not place any obligations on or alter the rights of a licensor.
(b)    A financier’s interest does not attach to any intellectual property rights of the licensor unless the licensor expressly consents to such attachment in a license or another record.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 6 - Performance; General; Performance in Delivery of Copies; Special Types of Contracts; Loss and Impossibility; Termination › Section 22-601 - Performance of Contract in General

(a)    A party shall perform in a manner that conforms to the contract.
(b)    If an uncured material breach of contract by one party precedes the aggrieved party’s performance, the aggrieved party need not perform except with respect to contractual use terms, but the contractual use terms do not apply to information or copies properly received or obtained from another source. In addition, the following rules apply:
(1)    The aggrieved party may refuse a performance that is a material breach as to that performance or a performance that may be refused under § 22–704(b) of this title.
(2)    The aggrieved party may cancel the contract only if the breach is a material breach of the whole contract or the agreement so provides.
(c)    Except as otherwise provided in subsection (b) of this section, tender of performance by a party entitles the party to acceptance of that performance. In addition, the following rules apply:
(1)    A tender of performance occurs when the party, with manifest present ability and willingness to perform, offers to complete the performance.
(2)    If a performance by the other party is due at the time of the tendered performance, tender of the other party’s performance is a condition to the tendering party’s obligation to complete the tendered performance.
(3)    A party shall pay or render the consideration required by the agreement for a performance it accepts. A party that accepts a performance has the burden of establishing a breach of contract with respect to the accepted performance.
(d)    Except as otherwise provided in §§ 22–603 and 22–604 of this subtitle, in the case of a performance with respect to a copy, this section is subject to §§ 22–606 through 22–610 of this subtitle and §§ 22–704 through 22–707 of this title.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 6 - Performance; General; Performance in Delivery of Copies; Special Types of Contracts; Loss and Impossibility; Termination › Section 22-602 - Licensor's Obligation to Enable Use

(a)    In this section, “enable use” means to grant a contractual right or permission with respect to information or informational rights and to complete the acts, if any, required under the agreement to make the information available to the licensee.
(b)    A licensor shall enable use by the licensee pursuant to the contract. The following rules apply to enabling use:
(1)    If nothing other than the grant of a contractual right or permission is required to enable use, the licensor enables use when the contract becomes enforceable.
(2)    If the agreement requires delivery of a copy, enabling use occurs when the copy is tendered to the licensee.
(3)    If the agreement requires delivery of a copy and steps authorizing the licensee’s use, enabling use occurs when the last of those acts occurs.
(4)    In an access contract, enabling use requires tendering all access material necessary to enable the agreed access.
(5)    If the agreement requires a transfer of ownership of informational rights and a filing or recording is allowed by law to establish priority of the transferred ownership, on request by the licensee, the licensor shall execute and tender a record appropriate for that purpose.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 6 - Performance; General; Performance in Delivery of Copies; Special Types of Contracts; Loss and Impossibility; Termination › Section 22-603 - Submissions of Information to Satisfaction of a Party

If an agreement requires that submitted information be to the satisfaction of the recipient, the following rules apply:
(1)    §§ 22–606 through 22–610 of this subtitle and §§ 22–704 through 22–707 of this title do not apply to the submission.
(2)    If the information is not satisfactory to the recipient and the parties engage in efforts to correct the deficiencies in a manner and over a time consistent with the ordinary standards of the business, trade, or industry, neither the efforts nor the passage of time required for the efforts is an acceptance or a refusal of the submission.
(3)    Except as otherwise provided in paragraph (4), neither refusal nor acceptance occurs unless the recipient expressly refuses or accepts the submitted information, but the recipient may not use the submitted information before acceptance.
(4)    Silence and a failure to act in reference to a submission beyond a commercially reasonable time to respond entitle the submitting party to demand, in a record delivered to the recipient, a decision on the submission. If the recipient fails to respond within a reasonable time after receipt of the demand, the submission is deemed to have been refused.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 6 - Performance; General; Performance in Delivery of Copies; Special Types of Contracts; Loss and Impossibility; Termination › Section 22-604 - Immediately Completed Performance

If a performance involves delivery of information or services which, because of their nature, may provide a licensee, immediately on performance or delivery, with substantially all the benefit of the performance or with other significant benefit that cannot be returned, the following rules apply:
(1)    §§ 22–607 through 22–610 of this subtitle and §§ 22–704 through 22–707 of this title do not apply.
(2)    The rights of the parties are determined under § 22–601 of this subtitle and the ordinary standards of the business, trade, or industry.
(3)    Before tender of the performance, a party entitled to receive the tender may inspect the media, labels, or packaging but may not view the information or otherwise receive the performance before completing any performance of its own that is then due.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 6 - Performance; General; Performance in Delivery of Copies; Special Types of Contracts; Loss and Impossibility; Termination › Section 22-605 - Electronic Regulation of Performance

(a)    In this section, “automatic restraint” means a program, code, device, or similar electronic or physical limitation the intended purpose of which is to restrict use of information.
(b)    A party entitled to enforce a limitation on use of information may include an automatic restraint in the information or a copy of it and use that restraint if:
(1)    A conspicuous term of the agreement authorizes use of the restraint;
(2)    The restraint prevents a use that is inconsistent with the agreement;
(3)    The restraint prevents use after expiration of the stated duration of the contract or a stated number of uses; or
(4)    The restraint prevents use after the contract terminates, other than on expiration of a stated duration or number of uses, and the licensor gives reasonable notice to the licensee before further use is prevented.
(c)    This section does not authorize an automatic restraint that affirmatively prevents or makes impracticable a licensee’s access to its own information or information of a third party, other than the licensor, if that information is in the possession of the licensee or a third party and accessed without use of the licensor’s information or informational rights.
(d)    A party that includes or uses an automatic restraint consistent with subsection (b) or (c) of this section is not liable for any loss caused by the use of the restraint.
(e)    This section does not preclude electronic replacement or disabling of an earlier copy of information by the licensor in connection with delivery of a new copy or version under an agreement to replace or disable the earlier copy by electronic means with an upgrade or other new information.
(f)    This section does not authorize use of an automatic restraint to enforce remedies in the event of breach of contract or of cancellation for breach.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 6 - Performance; General; Performance in Delivery of Copies; Special Types of Contracts; Loss and Impossibility; Termination › Section 22-606 - Copy: Delivery; Tender of Delivery

(a)    Delivery of a copy must be at the location designated by agreement. In the absence of a designation, the following rules apply:
(1)    The place for delivery of a copy on a tangible medium is the tendering party’s place of business or, if it has none, its residence. However, if the parties know at the time of contracting that the copy is located in some other place, that place is the place for delivery.
(2)    The place for electronic delivery of a copy is an information processing system designated or used by the licensor.
(3)    Documents of title may be delivered through customary banking channels.
(b)    Tender of delivery of a copy requires the tendering party to put and hold a conforming copy at the other party’s disposition and give the other party any notice reasonably necessary to enable it to obtain access to, control, or possession of the copy. Tender must be at a reasonable hour and, if applicable, requires tender of access material and other documents required by the agreement. The party receiving tender shall furnish facilities reasonably suited to receive tender. In addition, the following rules apply:
(1)    If the contract requires delivery of a copy held by a third person without being moved, the tendering party shall tender access material or documents required by the agreement.
(2)    If the tendering party is required or authorized to send a copy to the other party and the contract does not require the tendering party to deliver the copy at a particular destination, the following rules apply:
(A)    In tendering delivery of a copy on a tangible medium, the tendering party shall put the copy in the possession of a carrier and make a contract for its transportation that is reasonable in light of the nature of the information and other circumstances, with expenses of transportation to be borne by the receiving party.
(B)    In tendering electronic delivery of a copy, the tendering party shall initiate or cause to have initiated a transmission that is reasonable in light of the nature of the information and other circumstances, with expenses of transmission to be borne by the receiving party.
(3)    If the tendering party is required to deliver a copy at a particular destination, the tendering party shall make a copy available at that destination and bear the expenses of transportation or transmission.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 6 - Performance; General; Performance in Delivery of Copies; Special Types of Contracts; Loss and Impossibility; Termination › Section 22-607 - Copy: Performance Related to Delivery; Payment

(a)    If performance requires delivery of a copy, the following rules apply:
(1)    The party required to deliver need not complete a tendered delivery until the receiving party tenders any performance then due.
(2)    Tender of delivery is a condition of the other party’s duty to accept the copy and entitles the tendering party to acceptance of the copy.
(b)    If payment is due on delivery of a copy, the following rules apply:
(1)    Tender of delivery is a condition of the receiving party’s duty to pay and entitles the tendering party to payment according to the contract.
(2)    All copies required by the contract must be tendered in a single delivery, and payment is due only on tender.
(c)    If the circumstances give either party the right to make or demand delivery in lots, the contract fee, if it can be apportioned, may be demanded for each lot.
(d)    If payment is due and demanded on delivery of a copy or on delivery of a document of title, the right of the party receiving tender to retain or dispose of the copy or document, as against the tendering party, is conditioned on making the payment due.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 6 - Performance; General; Performance in Delivery of Copies; Special Types of Contracts; Loss and Impossibility; Termination › Section 22-608 - Copy: Right to Inspect; Payment Before Inspection

(a)    Except as otherwise provided in §§ 22-603 and 22-604 of this subtitle, if performance requires delivery of a copy, the following rules apply:
(1)    Except as otherwise provided in this section, the party receiving the copy has a right before payment or acceptance to inspect the copy at a reasonable place and time and in a reasonable manner to determine conformance to the contract.
(2)    The party making the inspection shall bear the expenses of inspection.
(3)    A place or method of inspection or an acceptance standard fixed by the parties is presumed to be exclusive. However, the fixing of a place, method, or standard does not postpone identification to the contract or shift the place for delivery, passage of title, or risk of loss. If compliance with the place or method becomes impossible, inspection must be made as provided in this section unless the place or method fixed by the parties was an indispensable condition the failure of which avoids the contract.
(4)    A party’s right to inspect is subject to existing obligations of confidentiality.
(b)    If a right to inspect exists under subsection (a) of this section but the agreement is inconsistent with an opportunity to inspect before payment, the party does not have a right to inspect before payment.
(c)    If a contract requires payment before inspection of a copy, nonconformity in the tender does not excuse the party receiving the tender from making payment unless:
(1)    The nonconformity appears without inspection and would justify refusal under § 22-704 of this title; or
(2)    Despite tender of the required documents, the circumstances would justify an injunction against honor of a letter of credit under Title 5 of this article.
(d)    Payment made under circumstances described in subsection (b) or (c) of this section is not an acceptance of the copy and does not impair a party’s right to inspect or preclude any of the party’s remedies.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 6 - Performance; General; Performance in Delivery of Copies; Special Types of Contracts; Loss and Impossibility; Termination › Section 22-609 - Copy: When Acceptance Occurs

(a)    Acceptance of a copy occurs when the party to which the copy is tendered:
(1)    Signifies, or acts with respect to the copy in a manner that signifies, that the tender was conforming or that the party will take or retain the copy despite the nonconformity;
(2)    Does not make an effective refusal;
(3)    Commingles the copy or the information in a manner that makes compliance with the party’s duties after refusal impossible;
(4)    Obtains a substantial benefit from the copy and cannot return that benefit; or
(5)    Acts in a manner inconsistent with the licensor’s ownership, but the act is an acceptance only if the licensor elects to treat it as an acceptance and ratifies the act to the extent it was within contractual use terms.
(b)    Except in cases governed by subsection (a)(3) or (4) of this section, if there is a right to inspect under § 22-608 of this subtitle or the agreement, acceptance of a copy occurs only after the party has had a reasonable opportunity to inspect the copy.
(c)    If an agreement requires delivery in stages involving separate portions that taken together comprise the whole of the information, acceptance of any stage is conditional until acceptance of the whole.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 6 - Performance; General; Performance in Delivery of Copies; Special Types of Contracts; Loss and Impossibility; Termination › Section 22-610 - Copy: Effect of Acceptance; Burden of Establishing; Notice of Claims

(a)    A party accepting a copy shall pay or render the consideration required by the agreement for the copy it accepts. Acceptance of a copy precludes refusal and, if made with knowledge of a nonconformity in a tender, may not be revoked because of the nonconformity unless acceptance was on the reasonable assumption that the nonconformity would be seasonably cured. Acceptance by itself does not impair any other remedy for nonconformity.
(b)    A party accepting a copy has the burden of establishing a breach of contract with respect to the copy.
(c)    If a copy has been accepted, the accepting party shall:
(1)    Except with respect to claims of a type described in § 22-805(d)(1) of this title, within a reasonable time after it discovers or should have discovered a breach of contract, notify the other party of the breach or be barred from any remedy for the breach; and
(2)    If the claim is for breach of a warranty regarding noninfringement and the accepting party is sued by a third party because of the breach, notify the warrantor within a reasonable time after receiving notice of the litigation or be precluded from any remedy over for the liability established by the litigation.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 6 - Performance; General; Performance in Delivery of Copies; Special Types of Contracts; Loss and Impossibility; Termination › Section 22-611 - Access Contracts

(a)    If an access contract provides for access over a period of time, the following rules apply:
(1)    The licensee’s rights of access are to the information as modified and made commercially available by the licensor from time to time during that period.
(2)    A change in the content of the information is a breach of contract only if the change conflicts with an express term of the agreement.
(3)    Unless it is subject to a contractual use term, information obtained by the licensee is free of any use restriction other than a restriction resulting from the informational rights of another person or other law.
(4)    Access must be available:
(A)    At times and in a manner conforming to the express terms of the agreement; and
(B)    To the extent not expressly stated in the agreement, at times and in a manner reasonable for the particular type of contract in light of the ordinary standards of the business, trade, or industry.
(b)    In an access contract that gives the licensee a right of access at times substantially of its own choosing during agreed periods, an occasional failure to have access available during those times is not a breach of contract if it is:
(1)    Consistent with ordinary standards of the business, trade, or industry for the particular type of contract; or
(2)    Caused by:
(A)    Scheduled downtime;
(B)    Reasonable needs for maintenance;
(C)    Reasonable periods of failure of equipment, computer programs, or communications; or
(D)    Events reasonably beyond the licensor’s control, and the licensor exercises such commercially reasonable efforts as the circumstances require.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 6 - Performance; General; Performance in Delivery of Copies; Special Types of Contracts; Loss and Impossibility; Termination › Section 22-612 - Correction and Support Contracts

(a)    If a person agrees to provide services regarding the correction of performance problems in computer information, other than an agreement to cure its own existing breach of contract, the following rules apply:
(1)    If the services are provided by a licensor of the information as part of a limited remedy, the licensor undertakes that its performance will provide the licensee with information that conforms to the agreement to which the limited remedy applies.
(2)    In all other cases, the person:
(A)    Shall perform at a time and place and in a manner consistent with the express terms of the agreement and, to the extent not stated in the express terms, at a time and place and in a manner that is reasonable in light of ordinary standards of the business, trade, or industry; and
(B)    Does not undertake that its services will correct performance problems unless the agreement expressly so provides.
(b)    Unless required to do so by an express or implied warranty, a licensor is not required to provide instruction or other support for the licensee’s use of information or access. A person that agrees to provide support shall make the support available in a manner and with a quality consistent with express terms of the support agreement and, to the extent not stated in the express terms, at a time and place and in a manner that is reasonable in light of ordinary standards of the business, trade, or industry.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 6 - Performance; General; Performance in Delivery of Copies; Special Types of Contracts; Loss and Impossibility; Termination › Section 22-613 - Contracts Involving Publishers, Dealers, and End Users

(a)    In this section:
(1)    “Dealer” means a merchant licensee that receives information directly or indirectly from a licensor for sale or license to end users.
(2)    “End user” means a licensee that acquires a copy of the information from a dealer by delivery on a tangible medium for the licensee’s own use and not for sale, license, transmission to third persons, or public display or performance for a fee.
(3)    “Publisher” means a licensor, other than a dealer, that offers a license to an end user with respect to information distributed by a dealer to the end user.
(b)    In a contract between a dealer and an end user, if the end user’s right to use the information or informational rights is subject to a license by the publisher and there was no opportunity to review the license before the end user became obligated to pay the dealer, the following rules apply:
(1)    The contract between the end user and the dealer is conditioned on the end user’s agreement to the publisher’s license.
(2)    If the end user does not agree, such as by manifesting assent, to the terms of the publisher’s license, the end user has a right to a return from the dealer. A right under this paragraph is a return for purposes of §§ 22-112, 22-208, and 22-209 of this title.
(3)    The dealer is not bound by the terms, and does not receive the benefits, of an agreement between the publisher and the end user unless the dealer and end user adopt those terms as part of the agreement.
(c)    If an agreement provides for distribution of copies on a tangible medium or in packaging provided by the publisher or an authorized third party, a dealer may distribute those copies and documentation only:
(1)    In the form as received; and
(2)    Subject to the terms of any license that the publisher provides to the dealer to be furnished to end users.
(d)    A dealer that enters into an agreement with an end user is a licensor with respect to the end user under this title.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 6 - Performance; General; Performance in Delivery of Copies; Special Types of Contracts; Loss and Impossibility; Termination › Section 22-614 - Risk of Loss of Copy

(a)    Except as otherwise provided in this section, the risk of loss as to a copy that is to be delivered to a licensee, including a copy delivered by electronic means, passes to the licensee upon its receipt of the copy.
(b)    If an agreement requires or authorizes a licensor to send a copy on a tangible medium by carrier, the following rules apply:
(1)    If the agreement does not require the licensor to deliver the copy at a particular destination, the risk of loss passes to the licensee when the copy is duly delivered to the carrier, even if the shipment is under reservation.
(2)    If the agreement requires the licensor to deliver the copy at a particular destination and the copy is duly tendered there in the possession of the carrier, the risk of loss passes to the licensee when the copy is tendered at that destination.
(3)    If a tender of delivery of a copy or a shipping document fails to conform to the contract, the risk of loss remains with the licensor until cure or acceptance.
(c)    If a copy is held by a third party to be delivered or reproduced without being moved or a copy is to be delivered by making access available to a third party resource containing a copy, the risk of loss passes to the licensee upon:
(1)    The licensee’s receipt of a negotiable document of title or other access materials covering the copy;
(2)    Acknowledgment by the third party to the licensee of the licensee’s right to possession of or access to the copy; or
(3)    The licensee’s receipt of a record directing the third party, pursuant to an agreement between the licensor and the third party, to make delivery or authorizing the third party to allow access.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 6 - Performance; General; Performance in Delivery of Copies; Special Types of Contracts; Loss and Impossibility; Termination › Section 22-615 - Excuse by Failure of Presupposed Conditions

(a)    Unless a party has assumed a different obligation, delay in performance by a party, or nonperformance in whole or part by a party, other than of an obligation to make payments or to conform to contractual use terms, is not a breach of contract if the delay or nonperformance is of a performance that has been made impracticable by:
(1)    The occurrence of a contingency the nonoccurrence of which was a basic assumption on which the contract was made; or
(2)    Compliance in good faith with any foreign or domestic statute, governmental rule, regulation, or order, whether or not it later proves to be invalid.
(b)    A party claiming excuse under subsection (a) of this section shall seasonably notify the other party that there will be delay or nonperformance.
(c)    If an excuse affects only a part of a party’s capacity to perform an obligation for delivery of copies, the party claiming excuse shall allocate performance among its customers in any manner that is fair and reasonable and notify the other party of the estimated quota to be made available. In making the allocation, the party claiming excuse may include the requirements of regular customers not then under contract and its own requirements.
(d)    A party that receives notice pursuant to subsection (b) of this section of a material or indefinite delay in delivery of copies or of an allocation under subsection (c) of this section, by notice in a record, may:
(1)    Terminate and thereby discharge any executory portion of the contract; or
(2)    Modify the contract by agreeing to take the available allocation in substitution.
(e)    If, after receipt of notice under subsection (b) of this section, a party does not modify the contract within a reasonable time not exceeding 30 days, the contract lapses with respect to any performance affected.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 6 - Performance; General; Performance in Delivery of Copies; Special Types of Contracts; Loss and Impossibility; Termination › Section 22-616 - Termination: Survival of Obligations

(a)    Except as otherwise provided in subsection (b) of this section, on termination all obligations that are still executory on both sides are discharged.
(b)    The following survive termination:
(1)    A right based on previous breach or performance of the contract;
(2)    An obligation of confidentiality, nondisclosure, or noncompetition to the extent enforceable under other law;
(3)    A contractual use term applicable to any licensed copy or information received from the other party, or copies made of it, which are not returned or returnable to the other party;
(4)    An obligation to deliver, or dispose of information, materials, documentation, copies, records, or the like to the other party, an obligation to destroy copies, or a right to obtain information from an escrow agent;
(5)    A choice of law or forum;
(6)    An obligation to arbitrate or otherwise resolve disputes by alternative dispute resolution procedures;
(7)    A term limiting the time for commencing an action or for giving notice;
(8)    An indemnity term or a right related to a claim of a type described in § 22-805(d)(1) of this title;
(9)    A limitation of remedy or modification or disclaimer of warranty;
(10)    An obligation to provide an accounting and make any payment due under the accounting; and
(11)    Any term that the agreement provides will survive.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 6 - Performance; General; Performance in Delivery of Copies; Special Types of Contracts; Loss and Impossibility; Termination › Section 22-617 - Notice of Termination

(a)    Except as otherwise provided in subsection (b) of this section, a party may not terminate a contract except on the happening of an agreed event, such as the expiration of the stated duration, unless the party gives reasonable notice of termination to the other party.
(b)    An access contract may be terminated without giving notice. However, except on the happening of an agreed event, termination requires giving reasonable notice to the licensee if the access contract pertains to information owned and provided by the licensee to the licensor.
(c)    A term dispensing with a notice required under this section is invalid if its operation would be unconscionable. However, a term specifying standards for giving notice is enforceable if the standards are not manifestly unreasonable.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 6 - Performance; General; Performance in Delivery of Copies; Special Types of Contracts; Loss and Impossibility; Termination › Section 22-618 - Termination: Enforcement

(a)    On termination of a license, a party in possession or control of information, copies, or other materials that are the property of the other party, or are subject to a contractual obligation to be delivered to that party on termination, shall use commercially reasonable efforts to deliver or hold them for disposal on instructions of that party. If any materials are jointly owned, the party in possession or control shall make them available to the joint owners.
(b)    Termination of a license ends all right under the license for the licensee to use or access the licensed information, informational rights, or copies. Continued use of the licensed copies or exercise of terminated rights is a breach of contract unless authorized by a term that survives termination.
(c)    Each party may enforce its rights under subsections (a) and (b) of this section by acting pursuant to § 22-605 of this subtitle or by judicial process, including obtaining an order that the party or an officer of the court take the following actions with respect to any licensed information, documentation, copies, or other materials to be delivered:
(1)    Deliver or take possession of them;
(2)    Without removal, render unusable or eliminate the capability to exercise contractual rights in or use of them;
(3)    Destroy or prevent access to them; and
(4)    Require that the party or any other person in possession or control of them make them available to the other party at a place designated by that party which is reasonably convenient to both parties.
(d)    In an appropriate case, a court of competent jurisdiction may grant injunctive relief to enforce the parties’ rights under this section.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 7 - Breach of Contract; General; Defective Copies; Repudiation and Assurances › Section 22-701 - Breach of Contract; Material Breach

(a)    Whether a party is in breach of contract is determined by the agreement or, in the absence of agreement, this title. A breach occurs if a party without legal excuse fails to perform an obligation in a timely manner, repudiates a contract, or exceeds a contractual use term, or otherwise is not in compliance with an obligation placed on it by this title or the agreement. A breach, whether or not material, entitles the aggrieved party to its remedies. Whether a breach of a contractual use term is an infringement or a misappropriation is determined by applicable informational property rights law.
(b)    A breach of contract is material if:
(1)    The contract so provides;
(2)    The breach is a substantial failure to perform a term that is an essential element of the agreement; or
(3)    The circumstances, including the language of the agreement, the reasonable expectations of the parties, the standards and practices of the business, trade, or industry, and the character of the breach, indicate that:
(A)    The breach caused or is likely to cause substantial harm to the aggrieved party; or
(B)    The breach substantially deprived or is likely substantially to deprive the aggrieved party of a significant benefit it reasonably expected under the contract.
(c)    The cumulative effect of nonmaterial breaches may be material.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 7 - Breach of Contract; General; Defective Copies; Repudiation and Assurances › Section 22-702 - Waiver of Remedy for Breach of Contract

(a)    A claim or right arising out of a breach of contract may be discharged in whole or part without consideration by a waiver in a record to which the party making the waiver agrees after breach, such as by manifesting assent, or which the party making the waiver authenticates and delivers to the other party.
(b)    A party that accepts a performance with knowledge that the performance constitutes a breach of contract and, within a reasonable time after acceptance, does not notify the other party of the breach waives all remedies for the breach, unless acceptance was made on the reasonable assumption that the breach would be cured and it has not been seasonably cured. However, a party that seasonably notifies the other party of a reservation of rights does not waive the rights reserved.
(c)    A party that refuses a performance and fails to identify a particular defect that is ascertainable by reasonable inspection waives the right to rely on that defect to justify refusal only if:
(1)    The other party could have cured the defect if it were identified seasonably; or
(2)    Between merchants, the other party after refusal made a request in a record for a full and final statement of all defects on which the refusing party relied.
(d)    Waiver of a remedy for breach of contract in one performance does not waive any remedy for the same or a similar breach in future performances unless the party making the waiver expressly so states.
(e)    A waiver may not be retracted as to the performance to which the waiver applies.
(f)    Except for a waiver in accordance with subsection (a) of this section or a waiver supported by consideration, a waiver affecting an executory portion of a contract may be retracted by seasonable notice received by the other party that strict performance will be required in the future, unless the retraction would be unjust in view of a material change of position in reliance on the waiver by that party.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 7 - Breach of Contract; General; Defective Copies; Repudiation and Assurances › Section 22-703 - Cure of Breach of Contract

(a)    A party in breach of contract may cure the breach at its own expense if:
(1)    The time for performance has not expired and the party in breach seasonably notifies the aggrieved party of its intent to cure and, within the time for performance, makes a conforming performance;
(2)    The party in breach had reasonable grounds to believe the performance would be acceptable with or without monetary allowance, seasonably notifies the aggrieved party of its intent to cure, and provides a conforming performance within a further reasonable time after performance was due; or
(3)    In a case not governed by paragraph (1) or (2) of this subsection, the party in breach seasonably notifies the aggrieved party of its intent to cure and promptly provides a conforming performance before cancellation by the aggrieved party.
(b)    In a license other than in a mass-market transaction, if the agreement required a single delivery of a copy and the party receiving tender of delivery was required to accept a nonconforming copy because the nonconformity was not a material breach of contract, the party in breach shall promptly and in good faith make an effort to cure if:
(1)    The party in breach receives seasonable notice of the specific nonconformity and a demand for cure of it; and
(2)    The cost of the effort to cure does not disproportionately exceed the direct damages caused by the nonconformity to the aggrieved party.
(c)    A party may not cancel a contract or refuse a performance because of a breach of contract that has been seasonably cured under subsection (a) of this section. However, notice of intent to cure does not preclude refusal or cancellation for the uncured breach.