|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARRIS N. GLENDENING, Governor S.B. 142
|
|
|
|
|
|
|
|
|
|
(A) THE SUBMISSION IS MADE AND ACCEPTED PURSUANT TO THAT
PROCEDURE; OR
(B) THE RECIPIENT EXPRESSLY AGREES TO TERMS CONCERNING
THE SUBMISSION.
(B) AN AGREEMENT TO DISCLOSE AN IDEA CREATES A CONTRACT
ENFORCEABLE AGAINST THE RECEIVING PARTY ONLY IF THE IDEA AS DISCLOSED IS
CONFIDENTIAL, CONCRETE, AND NOVEL TO THE BUSINESS, TRADE, OR INDUSTRY, OR
THE PARTY RECEIVING THE DISCLOSURE OTHERWISE EXPRESSLY AGREED.
SUBTITLE 3. CONSTRUCTION; GENERAL; INTERPRETATION.
GENERAL.
21-301. PAROL OR EXTRINSIC EVIDENCE.
TERMS WITH RESPECT TO WHICH CONFIRMATORY RECORDS OF THE PARTIES
AGREE OR WHICH ARE OTHERWISE SET FORTH IN A RECORD INTENDED BY THE
PARTIES AS A FINAL EXPRESSION OF THEIR AGREEMENT WITH RESPECT TO TERMS
INCLUDED THEREIN MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PREVIOUS
AGREEMENT OR OF A CONTEMPORANEOUS ORAL AGREEMENT BUT MAY BE
EXPLAINED OR SUPPLEMENTED BY:
(1) COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF
TRADE; AND
(2) EVIDENCE OF CONSISTENT ADDITIONAL TERMS, UNLESS THE COURT
FINDS THE RECORD TO HAVE BEEN INTENDED AS A COMPLETE AND EXCLUSIVE
STATEMENT OF THE TERMS OF THE AGREEMENT.
21-302. PRACTICAL CONSTRUCTION.
(A) THE EXPRESS TERMS OF AN AGREEMENT AND ANY COURSE OF
PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE MUST BE CONSTRUED
WHENEVER REASONABLE AS CONSISTENT WITH EACH OTHER HOWEVER, IF THAT
CONSTRUCTION IS UNREASONABLE:
(1) EXPRESS TERMS PREVAIL OVER COURSE OF PERFORMANCE, COURSE
OF DEALING, AND USAGE OF TRADE;
(2) COURSE OF PERFORMANCE PREVAILS OVER COURSE OF DEALING
AND USAGE OF TRADE; AND
(3) COURSE OF DEALING PREVAILS OVER USAGE OF TRADE.
(B) AN APPLICABLE USAGE OF TRADE IN THE PLACE WHERE ANY PART OF
PERFORMANCE IS TO OCCUR MUST BE USED IN INTERPRETING THE AGREEMENT AS
TO THAT PART OF THE PERFORMANCE.
(C) EVIDENCE OF A RELEVANT COURSE OF PERFORMANCE, COURSE OF
DEALING, OR USAGE OF TRADE OFFERED BY ONE PARTY IN A PROCEEDING IS NOT
|
|
|
|
|
|
|
|
|
|
- 3669 -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
 |
