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PARRIS N. GLENDENING, Governor
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S.B. 142
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(B) IF THE PARTIES SO INTEND, AN AGREEMENT SUFFICIENT TO CONSTITUTE
A CONTRACT MAY BE FOUND EVEN IF THE TIME OF ITS MAKING IS UNDETERMINED,
ONE OR MORE TERMS ARE LEFT OPEN OR TO BE AGREED ON, THE RECORDS OF THE
PARTIES DO NOT OTHERWISE ESTABLISH A CONTRACT, OR ONE PARTY RESERVES
THE RIGHT TO MODIFY TERMS.
(C) EVEN IF ONE OR MORE TERMS ARE LEFT OPEN OR TO BE AGREED UPON, A
CONTRACT DOES NOT FAIL FOR INDEFINITENESS IF THE PARTIES INTENDED TO
MAKE A CONTRACT AND THERE IS A REASONABLY CERTAIN BASIS FOR GIVING AN
APPROPRIATE REMEDY
(D) IN THE ABSENCE OF CONDUCT OR PERFORMANCE BY BOTH PARTIES TO
THE CONTRARY, A CONTRACT IS NOT FORMED IF THERE IS A MATERIAL
DISAGREEMENT ABOUT A MATERIAL TERM, INCLUDING A TERM CONCERNING
SCOPE.
(E) IF A TERM IS TO BE ADOPTED BY LATER AGREEMENT AND THE PARTIES
INTEND NOT TO BE BOUND UNLESS THE TERM IS SO ADOPTED, A CONTRACT IS NOT
FORMED IF THE PARTIES DO NOT AGREE TO THE TERM. IN THAT CASE, EACH PARTY
SHALL DELIVER TO THE OTHER PARTY, OR WITH THE CONSENT OF THE OTHER
PARTY DESTROY, ALL COPIES OF INFORMATION, ACCESS MATERIALS, AND OTHER
MATERIALS RECEIVED OR MADE, AND EACH PARTY IS ENTITLED TO A RETURN WITH
RESPECT TO ANY CONTRACT FEE PAID FOR WHICH PERFORMANCE HAS NOT BEEN
RECEIVED, HAS NOT BEEN ACCEPTED, OR HAS BEEN REDELIVERED WITHOUT ANY
BENEFIT BEING RETAINED. THE PARTIES REMAIN BOUND BY ANY CONTRACTUAL
USE TERM ONLY WITH RESPECT TO INFORMATION OR COPIES RECEIVED OR MADE
FROM COPIES RECEIVED PURSUANT TO THE AGREEMENT AND NOT DELIVERED OR
DELIVERABLE TO THE OTHER PARTY, BUT THE CONTRACTUAL USE TERM DOES NOT
APPLY TO INFORMATION OR COPIES PROPERLY RECEIVED OR OBTAINED FROM
ANOTHER SOURCE.
21-203. OFFER AND ACCEPTANCE IN GENERAL.
UNLESS OTHERWISE UNAMBIGUOUSLY INDICATED BY THE LANGUAGE OR THE
CIRCUMSTANCES:
(1) AN OFFER TO MAKE A CONTRACT INVITES ACCEPTANCE IN ANY
MANNER AND BY ANY MEDIUM REASONABLE UNDER THE CIRCUMSTANCES.
(2) AN ORDER OR OTHER OFFER TO ACQUIRE A COPY FOR PROMPT OR
CURRENT DELIVERY INVITES ACCEPTANCE BY EITHER A PROMPT PROMISE TO SHIP
OR A PROMPT OR CURRENT SHIPMENT OF A CONFORMING OR NONCONFORMING
COPY. HOWEVER, A SHIPMENT OF A NONCONFORMING COPY IS NOT AN ACCEPTANCE
IF THE LICENSOR SEASONABLY NOTIFIES THE LICENSEE THAT THE SHIPMENT IS
OFFERED ONLY AS AN ACCOMMODATION TO THE LICENSEE.
(3) IF THE BEGINNING OF A REQUESTED PERFORMANCE IS A
REASONABLE MODE OF ACCEPTANCE, AN OFFEROR THAT IS NOT NOTIFIED OF
ACCEPTANCE OR PERFORMANCE WITHIN A REASONABLE TIME MAY TREAT THE
OFFER AS HAVING LAPSED BEFORE ACCEPTANCE.
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- 3661 -
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