Title 22. Maryland Uniform Computer Information Transactions Act — Subtitle 3. Construction; General; Interpretation

Course of performance, course of dealing, or usage of trade; and

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.

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:

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.

Evidence of a relevant course of performance, course of dealing, or usage of trade offered by one party in a proceeding is not admissible unless and until the party offering the evidence has given the other party notice that the court finds sufficient to prevent unfair surprise.

The existence and scope of a usage of trade must be proved as facts.

An agreement modifying a contract subject to this title needs no consideration to be binding.

An authenticated record that precludes modification or rescission except by an authenticated record may not otherwise be modified or rescinded. In a standard form supplied by a merchant to a consumer, a term requiring an authenticated record for modification of the contract is not enforceable unless the consumer manifests assent to the term.

A modification of a contract and the contract as modified must satisfy the requirements of § 22–201(a) of this title and § 22–307(g) of this subtitle if the contract as modified is within those provisions.

An attempt at modification or rescission which does not satisfy subsection (b) or (c) of this section may operate as a waiver if § 22–702 of this title is satisfied.

Terms of an agreement involving successive performances apply to all performances, even if the terms are not displayed or otherwise brought to the attention of a party with respect to each successive performance, unless the terms are modified in accordance with this title or the contract.

If a contract provides that terms may be changed as to future performances by compliance with a described procedure, a change proposed in good faith pursuant to that procedure becomes part of the contract if the procedure:

The parties by agreement may determine the standards for reasonable notice unless the agreed standards are manifestly unreasonable in light of the commercial circumstances.

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.

Specification must be made in good faith and within limits set by commercial reasonableness.

If a specification materially affects the other party’s performance but is not seasonably made, the other party:

A license grants:

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.

An agreement that does not specify the number of permitted users permits a number of users which is reasonable in light of the informational rights involved and the commercial circumstances existing at the time of the agreement.

Unless otherwise agreed, a party is not entitled to any rights in new versions of, or improvements or modifications to, information made by the other party. A licensor’s agreement to provide new versions, improvements, or modifications requires that the licensor provide them as developed and made generally commercially available from time to time by the licensor.

Unless otherwise agreed, neither party is entitled to receive copies of source code, schematics, master copy, design material, or other information used by the other party in creating, developing, or implementing the information.

Terms concerning scope must be construed under ordinary principles of contract interpretation in light of the informational rights and the commercial context. In addition, the following rules apply:

The rules in this section may be varied only by a record that is sufficient to indicate that a contract has been made and which is:

Except as otherwise provided in paragraph (2) of this section, the agreement is enforceable for a time reasonable in light of the licensed subject matter and commercial circumstances but may be terminated as to future performances at will by either party during that time on giving seasonable notice to the other party.

The duration of contractual rights to use licensed subject matter is a time reasonable in light of the licensed informational rights and the commercial circumstances. However, subject to cancellation for breach of contract, the duration of the license is perpetual as to the contractual rights and contractual use terms if:

Except as otherwise provided in subsection (b) of this section, an agreement that provides that the performance of one party is to be to the satisfaction or approval of the other party requires performance sufficient to satisfy a reasonable person in the position of the party that must be satisfied.

Performance must be to the subjective satisfaction of the other party if: