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S.B. 142
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VETOES
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(D) FOR PURPOSES OF THIS SECTION, A PARTY IS LOCATED AT ITS PLACE OF
BUSINESS IF IT HAS ONE PLACE OF BUSINESS, AT ITS CHIEF EXECUTIVE OFFICE IF IT
HAS MORE THAN ONE PLACE OF BUSINESS, OR AT ITS PLACE OF INCORPORATION OR
PRIMARY REGISTRATION IF IT DOES NOT HAVE A PHYSICAL PLACE OF BUSINESS.
OTHERWISE, A PARTY IS LOCATED AT ITS PRIMARY RESIDENCE.
21-110. CONTRACTUAL CHOICE OF FORUM.
(A) (1) EXCEPT FOR A CONSUMER CONTRACT, THE PARTIES IN THEIR
AGREEMENT MAY CHOOSE AN EXCLUSIVE JUDICIAL FORUM UNLESS THE CHOICE IS
UNREASONABLE AND OR UNJUST.
(2) IN A CONSUMER CONTRACT, THE JUDICIAL FORUM SHALL BE THE
JURISDICTION OF THE PRINCIPAL RESIDENCE OF THE CONSUMER, EXCEPT THAT A
CONSUMER MAY FILE AN ACTION IN ANY JUDICIAL FORUM HAVING JURISDICTION.
(2) IN A MASS MARKET TRANSACTION, THE ENFORCEABILITY OF A
CHOICE OF FORUM TERM SHALL BE DECIDED BY A MARYLAND COURT.
(B) A JUDICIAL FORUM SPECIFIED IN AN AGREEMENT IS NOT EXCLUSIVE
UNLESS THE AGREEMENT EXPRESSLY SO PROVIDES.
(C) NOTWITHSTANDING THE PROVISIONS OF THIS SECTION OR A CONTRARY
TERM IN AN AGREEMENT, A PARTY THE PARTIES TO A COMPUTER INFORMATION
TRANSACTION THAT IS FOR THE CREATION OF COMPUTER INFORMATION MAY, BY
MUTUAL CONSENT, CHOOSE AN ALTERNATIVE DISPUTE RESOLUTION MECHANISM.
INCLUDING MEDIATION, ARBITRATION, OR OTHER NONJUDICIAL DISPUTE
RESOLUTION PROCESS, AS THE MEANS FOR RESOLVING A DISPUTE UNDER THE
AGREEMENT.
21-111. UNCONSCIONABLE CONTRACT OR TERM.
(A) IF A COURT AS A MATTER OF LAW FINDS A CONTRACT OR A TERM
THEREOF TO HAVE BEEN UNCONSCIONABLE AT THE TIME IT WAS MADE, THE COURT
MAY REFUSE TO ENFORCE THE CONTRACT, ENFORCE THE REMAINDER OF THE
CONTRACT WITHOUT THE UNCONSCIONABLE TERM, OR LIMIT THE APPLICATION OF
THE UNCONSCIONABLE TERM SO AS TO AVOID AN UNCONSCIONABLE RESULT.
(B) IF IT IS CLAIMED OR APPEARS TO THE COURT THAT A CONTRACT OR TERM
THEREOF MAY BE UNCONSCIONABLE, THE PARTIES MUST BE AFFORDED A
REASONABLE OPPORTUNITY TO PRESENT EVIDENCE AS TO ITS COMMERCIAL
SETTING, PURPOSE, AND EFFECT TO AID THE COURT IN MAKING THE
DETERMINATION.
21-112. MANIFESTING ASSENT; OPPORTUNITY TO REVIEW.
(A) A PERSON MANIFESTS ASSENT TO A RECORD OR TERM IF THE PERSON,
ACTING WITH KNOWLEDGE OF, OR AFTER HAVING AN OPPORTUNITY TO REVIEW THE
RECORD OR TERM OR A COPY OF IT:
(1) AUTHENTICATES THE RECORD OR TERM WITH INTENT TO ADOPT OR
ACCEPT IT; OR
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- 3656 -
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