Title 22. Maryland Uniform Computer Information Transactions Act — Subtitle 5. Transfer of Interests and Rights; Ownership and Transfers; Financing Arrangements

Title to a copy is determined by the license;

A licensee’s right under the license to possession or control of a copy is governed by the license and does not depend solely on title to the copy; and

If a licensor reserves title to a copy, the licensor retains title to that copy and any copies made of it, unless the license grants the licensee a right to make and sell copies to others, in which case the reservation of title applies only to copies delivered to the licensee by the licensor.

At the time and place specified in the agreement; or

If the agreement does not specify a time and place:

Is prohibited by other law; or

Except as otherwise provided in paragraph (3) of this subsection, would materially change the duty of the other party, materially increase the burden or risk imposed on the other party, or materially impair the other party’s property or its likelihood or expectation of obtaining return performance.

The contract is a license for incorporation or use of the licensed information or informational rights with information or informational rights from other sources in a combined work for public distribution or public performance and the transfer is of the completed, combined work; or

The transfer is of a right to payment arising out of the transferor’s due performance of less than its entire obligation and the transfer would be enforceable under paragraph (1) in the absence of the term prohibiting transfer.

The transferee is subject to all contractual use terms.

Unless the language or circumstances otherwise indicate, as in a transfer as security, the transfer delegates the duties of the transferor and transfers its rights.

Acceptance of the transfer is a promise by the transferee to perform the delegated duties. The promise is enforceable by the transferor and any other party to the original contract.

The transfer does not relieve the transferor of any duty to perform, or of liability for breach of contract, unless the other party to the original contract agrees that the transfer has that effect.

The contract prohibits delegation or subcontracting; or

The other party has a substantial interest in having the original promisor perform or control the performance.

The license;

Any rights of the licensor under other law; and

To the extent not inconsistent with subparagraphs (A) and (B) of this paragraph, any financial accommodation contract between the financier and the licensee, which may add additional conditions to the licensee’s right to use the licensed information or informational rights.

The transfer or sublicense to the accommodated licensee is not effective unless:

A financier that makes a transfer that is effective under subparagraph (1)(B) of this paragraph may make only the single transfer or sublicense contemplated by the notice unless the licensor consents to a later transfer.

The accommodated licensee’s rights and obligations are governed by:

The financier does not make warranties to the accommodated licensee other than the warranty under § 22-401(b)(1) of this title and any express warranties in the financial accommodation contract.

The financier may cancel the financial accommodation contract.

Subject to paragraphs (3) and (4) of this subsection, the financier may pursue its remedies against the accommodated licensee under the financial accommodation contract.

If the financier became a licensee and made a transfer or sublicense that was effective under § 22-508 of this subtitle, it may exercise the remedies of a licensor for breach, including the rights of an aggrieved party under § 22-815 of this title, subject to the limitations of § 22-816 of this title.

If the financier did not become a licensee or did not make a transfer that was effective under § 22-508 of this subtitle, it may enforce a contractual right contained in the financial accommodation contract to preclude the licensee’s further use of the information. However, the following rules apply:

A financier described in subsection (a)(3) of this section which is entitled under the financial accommodation contract to take possession or prevent use of information, copies, or related materials may do so only if the licensor consents or if doing so would not result in a material adverse change of the duty of the licensor, materially increase the burden or risk imposed on the licensor, disclose or threaten to disclose trade secrets or confidential material of the licensor, or materially impair the licensor’s likelihood or expectation of obtaining return performance.

The financier may not otherwise exercise control over, have access to, or sell, transfer, or otherwise use the information or copies without the consent of the licensor unless the financier or transferee is subject to the terms of the license and:

The financier’s remedies under the financial accommodation contract are subject to the licensor’s rights and the terms of the license.