|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S.B. 142
|
|
|
|
|
|
PARRIS N. GLENDENING, Governor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(D) THE ENFORCEABILITY OF CHANGES MADE PURSUANT TO A PROCEDURE
THAT DOES NOT COMPLY WITH SUBSECTION (B) OF THIS SECTION IS DETERMINED
BY THE OTHER PROVISIONS OF THIS TITLE OR OTHER LAW.
21-305. TERMS TO BE SPECIFIED.
AN AGREEMENT THAT IS OTHERWISE SUFFICIENTLY DEFINITE TO BE A
CONTRACT IS NOT INVALID BECAUSE IT LEAVES PARTICULARS OF PERFORMANCE TO
BE SPECIFIED BY ONE OF THE PARTIES. IF PARTICULARS OF PERFORMANCE ARE TO
BE SPECIFIED BY A PARTY, THE FOLLOWING RULES APPLY;
(1) SPECIFICATION MUST BE MADE IN GOOD FAITH AND WITHIN LIMITS
SET BY COMMERCIAL REASONABLENESS.
(2) IF A SPECIFICATION MATERIALLY AFFECTS THE OTHER PARTY'S
PERFORMANCE BUT IS NOT SEASONABLY MADE, THE OTHER PARTY:
(A) IS EXCUSED FOR ANY RESULTING DELAY IN ITS
PERFORMANCE; AND
(B) MAY PERFORM, SUSPEND PERFORMANCE, OR TREAT THE
FAILURE TO SPECIFY AS A BREACH OF CONTRACT.
21-306. PERFORMANCE UNDER OPEN TERMS.
A PERFORMANCE OBLIGATION OF A PARTY THAT CANNOT BE DETERMINED
FROM THE AGREEMENT OR FROM OTHER PROVISIONS OF THIS TITLE REQUIRES THE
PARTY TO PERFORM IN A MANNER AND IN A TIME THAT IS REASONABLE IN LIGHT OF
THE COMMERCIAL CIRCUMSTANCES EXISTING AT THE TIME OF AGREEMENT.
INTERPRETATION.
21-307. INTERPRETATION AND REQUIREMENTS FOR A GRANT.
(A) A LICENSE GRANTS:
(1) THE CONTRACTUAL RIGHTS THAT ARE EXPRESSLY DESCRIBED; AND
(2) A CONTRACTUAL RIGHT TO USE ANY INFORMATIONAL RIGHTS
WITHIN THE LICENSOR'S CONTROL AT THE TIME OF CONTRACTING WHICH ARE
NECESSARY IN THE ORDINARY COURSE TO EXERCISE THE EXPRESSLY DESCRIBED
RIGHTS.
(B) IF A LICENSE EXPRESSLY LIMITS USE OF THE INFORMATION OR
INFORMATIONAL RIGHTS, USE IN ANY OTHER MANNER IS A BREACH OF CONTRACT.
IN ALL OTHER CASES, A LICENSE CONTAINS AN IMPLIED LIMITATION THAT THE
LICENSEE WILL NOT USE THE INFORMATION OR INFORMATIONAL RIGHTS
OTHERWISE THAN AS DESCRIBED IN SUBSECTION (A) OF THIS SECTION. HOWEVER,
USE INCONSISTENT WITH THIS IMPLIED LIMITATION IS NOT A BREACH IF IT IS
PERMITTED UNDER APPLICABLE LAW IN THE ABSENCE OF THE IMPLIED
LIMITATION.
(C) AN AGREEMENT THAT DOES NOT SPECIFY THE NUMBER OF PERMITTED
USERS PERMITS A NUMBER OF USERS WHICH IS REASONABLE IN LIGHT OF THE
|
|
|
|
|
|
|
|
|
|
- 3671 -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
 |
