Section 22-305 – 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 […]
Section 22-206 – Offer and Acceptance: Electronic Agents
(a) A contract may be formed by the interaction of electronic agents. If the interaction results in the electronic agents’ engaging in operations that under the circumstances indicate acceptance of an offer, a contract is formed, but a court may grant appropriate relief if the operations resulted from fraud, electronic mistake, or the like. (b) A contract […]
Section 22-306 – 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.
Section 22-207 – Formation: Releases of Informational Rights
(a) A release is effective without consideration if it is: (1) In a record to which the releasing party agrees, such as by manifesting assent, and which identifies the informational rights released; or (2) Enforceable under estoppel, implied license, or other law. (b) A release continues for the duration of the informational rights released if the release does not […]
Section 22-307 – 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 […]
Section 22-208 – Adopting Terms of Records
Except as otherwise provided in § 22-209 of this subtitle, the following rules apply: (1) A party adopts the terms of a record, including a standard form, as the terms of the contract if the party agrees to the record, such as by manifesting assent. (2) The terms of a record may be adopted pursuant to paragraph […]
Section 22-209 – Mass-Market License
(a) A party adopts the terms of a mass-market license for purposes of § 22-208 of this subtitle only if the party agrees to the license, such as by manifesting assent, before or during the party’s initial performance or use of or access to the information. A term is not part of the license if: (1) The […]
Section 22-108 – Proof and Effect of Authentication
(a) Authentication may be proven in any manner, including a showing that a party made use of information or access that could have been available only if it engaged in conduct or operations that authenticated the record or term. (b) Compliance with a commercially reasonable attribution procedure agreed to or adopted by the parties or established by […]
Section 22-109 – Choice of Law
(a) The parties in their agreement may choose the applicable law. (b) In the absence of an enforceable agreement on choice of law, the following rules determine which jurisdiction’s law governs in all respects for purposes of contract law: (1) An access contract or a contract providing for electronic delivery of a copy is governed by the law […]
Section 22-110 – Contractual Choice of Forum
(a) (1) The parties in their agreement may choose an exclusive judicial forum unless the choice is unreasonable or unjust. (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 […]