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S.B. 142
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VETOES
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REMEDIES RELATED TO PERFORMANCE.
21-811. SPECIFIC PERFORMANCE.
(A) SPECIFIC PERFORMANCE MAY BE ORDERED:
(1) IF THE AGREEMENT PROVIDES FOR THAT REMEDY, OTHER THAN AN
OBLIGATION FOR THE PAYMENT OF MONEY;
(2) IF THE CONTRACT WAS NOT FOR PERSONAL SERVICES AND THE
AGREED PERFORMANCE IS UNIQUE; OR
(3) IN OTHER PROPER CIRCUMSTANCES.
(B) AN ORDER FOR SPECIFIC PERFORMANCE MAY CONTAIN ANY CONDITIONS
CONSIDERED JUST AND MUST PROVIDE ADEQUATE SAFEGUARDS CONSISTENT WITH
THE CONTRACT TO PROTECT THE CONFIDENTIALITY OF INFORMATION,
INFORMATION, AND INFORMATIONAL RIGHTS OF BOTH PARTIES.
21-812. COMPLETING PERFORMANCE.
(A) ON BREACH OF CONTRACT BY A LICENSEE, THE LICENSOR MAY:
(1) IDENTIFY TO THE CONTRACT ANY CONFORMING COPY NOT ALREADY
IDENTIFIED IF, AT THE TIME THE LICENSOR LEARNED OF THE BREACH, THE COPY
WAS IN ITS POSSESSION;
(2) IN THE EXERCISE OF REASONABLE COMMERCIAL JUDGMENT FOR
PURPOSES OF AVOIDING LOSS AND EFFECTIVE REALIZATION ON EFFORT OR
INVESTMENT, COMPLETE THE INFORMATION AND IDENTIFY IT TO THE CONTRACT,
CEASE WORK ON IT, RE LICENSE OR DISPOSE OF IT, OR PROCEED IN ANY OTHER
COMMERCIALLY REASONABLE MANNER; AND
(3) PURSUE ANY REMEDY FOR BREACH THAT HAS NOT BEEN WAIVED.
(B) ON BREACH BY A LICENSEE, BOTH PARTIES REMAIN BOUND BY ALL
CONTRACTUAL USE TERMS, BUT THE CONTRACTUAL USE TERMS DO NOT APPLY TO
INFORMATION OR COPIES PROPERLY RECEIVED OR OBTAINED FROM ANOTHER
SOURCE.
21-813. CONTINUING USE.
ON BREACH OF CONTRACT BY A LICENSOR, THE FOLLOWING RULES APPLY:
(1) A LICENSEE THAT HAS NOT CANCELED THE CONTRACT MAY
CONTINUE TO USE THE INFORMATION AND INFORMATIONAL RIGHTS UNDER THE
CONTRACT. IF THE LICENSEE CONTINUES TO USE THE INFORMATION OR
INFORMATIONAL RIGHTS, THE LICENSEE IS BOUND BY ALL TERMS OF THE
CONTRACT, INCLUDING CONTRACTUAL USE TERMS, OBLIGATIONS NOT TO COMPETE,
AND OBLIGATIONS TO PAY CONTRACT FEES.
(2) THE LICENSEE MAY PURSUE ANY REMEDY FOR BREACH WHICH HAS
NOT BEEN WAIVED.
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- 3714 -
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