# COMAR Title 11 — Department of Transportation

## Subtitle 15 — Motor Vehicle Administration — Vehicle Registration

### Chapter 31 — Electronic Transmission of Titling and Registration Information

**Authority:** Transportation Article, §§12-104(b), 13-108.1, 13-113, and 13-610, Annotated Code of Maryland

**Administrative History:** Effective date: July 23, 2001 (28:14 Md. R. 1322)

**Administrative History:** Regulation .09A amended effective November 6, 2006 (33:22 Md. R. 1733)

**Administrative History:** Regulation .11 amended effective February 24, 2020 (47:4 Md. R. 261)

**Administrative History:** Regulation .12C amended effective February 24, 2020 (47:4 Md. R. 261)

**Administrative History:** Regulation .16C, D amended effective February 24, 2020 (47:4 Md. R. 261)

**Administrative History:** Regulation .17C amended effective February 24, 2020 (47:4 Md. R. 261)

#### Regulation .01 Purpose.

*COMAR 11.15.31.01*

The purpose of this chapter is to:

A. Govern the electronic transmission of vehicle titling and registration information and transactions; and

B. Determine the fee charged for this service as authorized under Transportation Article, §§13-108.1 and 13-610, Annotated Code of Maryland.

#### Regulation .02 Definitions.

*COMAR 11.15.31.02*

A. In this chapter, the following terms have the meanings indicated.

B. Terms Defined.

  (1) “Administration” means the Motor Vehicle Administration.

  (2) “Authorized user” means an employee of an authorized participant who is designated by that participant to use the electronic system.

  (3) “Authorized user affidavit” means a written agreement between the Administration and an authorized user of the electronic system.

  (4) “Contractor” means a person who has entered into an agreement with the Administration to provide an electronic system that links the Administration with authorized participants, for the purpose of accessing vehicle information and processing vehicle title and registration transactions electronically.

  (5) “Contractor's agreement” means a written agreement between the Administration and a contractor who establishes and provides an electronic system.

  (6) “Electronic system” means the host system and computer program established by the contractor, and approved by the Administration, used by participants to electronically access vehicle information and process vehicle title and registration transactions.

  (7) “Electronic system agreement” means a written agreement between a contractor and a participant that allows the use of the electronic system and establishes the fees paid to the contractor by the participant.

  (8) “Host system” means the computer system created by the contractor as an interface between the participant's and the Administration's computer.

  (9) “Participant” means a “service provider” as defined in Transportation Article, §13-610, Annotated Code of Maryland, who has entered into an agreement with the Administration and a contractor who provides the participant use of the electronic system.

  (10) “Participant's agreement” means a written agreement between the Administration and the participant that authorizes electronic access to Administration records for the limited purpose of titling and registering vehicles in Maryland.

  (11) “Program” means the computer program established by the contractor, and approved by the Administration, to electronically access vehicle information and process vehicle title and registration transactions.

  (12) “Registered agent” means a person registered with the State Department of Assessments and Taxation as agent for service of process on the contractor.

  (13) “Soundex code” means an identification code issued by the Administration to an individual or company for the purpose of entering, locating, and retrieving information in a database.

#### Regulation .03 Service Agreement — General.

*COMAR 11.15.31.03*

A. The Administration, in accordance with procurement procedures established by the laws of Maryland, may accept proposals and execute agreements with independent contractors.

B. The agreement shall be made and entered into in Maryland, and under the laws of Maryland.

C. The laws of Maryland shall govern the resolution of any issues arising in connection with the agreement, including but not limited to:

  (1) All questions concerning the validity of the agreement;

  (2) The capacity of the parties to enter into a agreement;

  (3) Any modification or amendment to the agreement; and

  (4) The rights and obligations under the agreement.

D. The agreement:

  (1) Shall be the exclusive statement of the parties with respect to its subject matter;

  (2) May not be modified, in any manner, except by written amendment that has been executed by the parties and approved according to the procedures established by State law and regulation; and

  (3) May not be assigned except by written amendment that has been executed by the parties and approved according to the procedures established by State law and regulation.

E. Severability. If any provision or portion of an agreement is determined by a court of law to be void, invalid, or otherwise unenforceable, that provision or portion may be renegotiated by the parties, but the remainder of the agreement shall remain in effect.

#### Regulation .04 Contractor's Agreement.

*COMAR 11.15.31.04*

A. The contractor's agreement:

  (1) Shall be the product of mutual negotiations and neither party may be construed as the primary drafter of the agreement;

  (2) Shall include a technical proposal;

  (3) Shall define services under the terms of the agreement and technical proposal; and

  (4) May not be deviated from unless approved, in advance, by the Administration.

B. The contractor shall:

  (1) Enter into a written agreement with the Administration to create an electronic system for the:

    (a) Purpose of accessing vehicle information, processing vehicle title and registration transactions; and

    (b) Transfer of funds between participants and the Administration;

  (2) Have a written agreement approved by the Administration with approved participants, before transmitting vehicle title and registration transactions and fees to the Administration by way of the electronic system; and

  (3) Enter into a contractual agreement with each authorized participant to provide the participant:

    (a) With the capacity to use the electronic system; and

    (b) Access to vehicle title and registration transactions only as approved by the Administration.

C. Only the Administration may authorize an entity's use of the electronic system to electronically transmit approved title and registration transactions, and fees as a participant.

D. Participants may include, but are not limited to:

  (1) A licensed dealer as defined in Transportation Article, §§11-111 and 15-301, Annotated Code of Maryland;

  (2) A licensed title service agent as defined in Transportation Article, §15-601, Annotated Code of Maryland;

  (3) A licensed automotive dismantler and recycler as defined in Transportation Article, §15-501, Annotated Code of Maryland;

  (4) A state agency or political subdivision pursuant to Transportation Article, §13-404, Annotated Code of Maryland;

  (5) A vehicle leasing company; or

  (6) A banking or financial institution.

#### Regulation .05 Participant's Agreement.

*COMAR 11.15.31.05*

A. The participant's agreement authorizes a participant to:

  (1) Access the Administration's vehicle records and use the electronic system for the limited purpose of titling and registering vehicles in Maryland;

  (2) Process vehicle transactions;

  (3) Issue registration documents; and

  (4) Collect appropriate fees on behalf of the Administration.

B. The participant's agreement:

  (1) Shall require the participant to transfer funds to the contractor's account on the same date vehicle transaction data is transmitted;

  (2) Shall require the participant to indemnify the contractor and the Administration, jointly and severally, for and against any and all claims, losses, damages, judgments, liabilities, or similar costs and expenses that arise in whole or in part out of acts or omissions of the participant with respect to the electronic system or the application of laws restricting access to disclosure of vehicle records available through the electronic system, including, without limitation, reasonable attorney's fees and other costs of defending any action or claim;

  (3) Shall remain in effect as long as the participant's business license issued, or renewed, under Transportation Article, Title 15, Annotated Code of Maryland, remains in effect; and

  (4) May be terminated by:

    (a) A participant upon written notice to the Administration;

    (b) The Administration at any time by giving notice to the participant; or

    (c) The contractor upon written notice to the Administration and the participant.

#### Regulation .06 Electronic Interface.

*COMAR 11.15.31.06*

A. Establishment. Pursuant to this chapter, a contractor shall develop the following at its own expense:

  (1) An electronic system that will enable authorized participants to:

    (a) Access vehicle records and process vehicle title and registration transactions electronically; and

    (b) Issue permanent registration plates and stickers for their customers at the point of vehicle sale; and

  (2) A computer program for the electronic transfer of funds collected by participants for titling and registration fees and to ensure that all moneys collected by participants are transferred to the proper account on the same date the vehicle transaction data is transmitted.

B. Specifications.

  (1) A contractor shall develop and maintain an electronic system that allows a participant's terminal, when under the control of an authorized user, access to information available from the Administration's databases using the contractor's electronic system.

  (2) A contractor shall interface to the Administration's mainframe in accordance with the Administration's specifications.

  (3) The Administration reserves the right to select the method of connection to be used by each participant, provided the security measures set forth in Regulation .11D of this chapter are met.

  (4) The specifications described in this regulation may not be materially changed in any manner except by written amendment to the agreement and approved according to the procedures established by State law and regulation.

C. Software Escrow.

  (1) The contractor's software, for which the contractor or others have copyright or ownership rights in its current version and in its most recent past version, used to perform the work required by this regulation shall be escrowed with an independent third party who will act as an escrow agent.

  (2) Software shall include:

    (a) All source codes;

    (b) Maintenance tools;

    (c) Proprietary or third party utilities;

    (d) Descriptions of the software program generation;

    (e) Names and home addresses of key programmers; and

    (f) Documentation, and related materials.

  (3) Copies of all licenses or agreements, which permit the contractor to use commercially available software in performing the work required by this regulation, shall also be escrowed.

  (4) The Administration shall approve the escrow agent and the contractor's and escrow agent's escrow policies and procedures regarding, but not limited to:

    (a) Frequency of escrowed software updates;

    (b) Maintenance of escrowed items at the escrow agent;

    (c) Item release conditions;

    (d) Procedures for dispute resolution; and

    (e) The name and address of the party who shall periodically audit the escrow account.

  (5) Escrowed item formats may include, but are not limited to, magnetic tapes, disks, disk packs, diskettes, compact disks, compact disk read-only memory, other forms of media in machine readable form, and the written documentation prepared in connection with the software.

  (6) Escrowed software may not include encrypted data with any keys provided, or with viruses or corrupted data.

D. Upgrades. A contractor shall obtain written approval from the Administration before the implementation of any software modifications or enhancements.

#### Regulation .07 Distribution of Materials.

*COMAR 11.15.31.07*

A contractor shall make available to the participants a supply of vehicle registration materials adequate to meet demand, subject to inventory control and record-keeping requirements as established by the Administration.

#### Regulation .08 Transfer of Electronic Vehicle Transactions.

*COMAR 11.15.31.08*

A contractor shall collect from participants and transmit to the Administration the following:

A. Applications for certificate of title;

B. Applications for vehicle registration and renewals of registration;

C. Related filings, applications, and other matters of official business which may from time to time be approved for inclusion in the program as agreed on by the Administration, the contractor, and participant; and

D. A record of payments made for fees, sales taxes, penalties, and other charges relating to this chapter.

#### Regulation .09 Collection and Transfer of Funds.

*COMAR 11.15.31.09*

A. Responsibility of Participant. A participant:

  (1) Shall bear sole responsibility for the collection of funds that are transferred by the participant to the contractor's account;

  (2) Shall transmit all funds and data in accordance with Transportation Article, §13-113, Annotated Code of Maryland; and

  (3) May be relieved of its responsibilities for the transfer of the funds to the contractor only when evidence is shown that the proper funds were electronically transferred to the contractor's account.

B. Electronic Transfer of Funds. The contractor:

  (1) Shall collect from the participant all fees, payments, sales taxes, penalties, and other sums collected by participants in connection with vehicle titling, registration, registration renewal, and other services as agreed on;

  (2) Shall transfer electronically to the account of the State Treasurer immediately upon receipt from the participant, all moneys due the Administration;

  (3) Shall transfer funds simultaneously with the transmission of related title and registration information;

  (4) May not debit the State Treasurer's account without written authorization from the Administration; and

  (5) Shall promptly notify the Administration if the contractor fails to receive final collected funds of any funds transferred by the participant.

C. Treasury Regulations Applicable. Electronic fund transfers shall be conducted in accordance with:

  (1) Applicable regulations of the State Treasurer's Office; and

  (2) Any further terms, conditions, and procedures consonant with those regulations, as may be required by the Administration.

D. Guarantor. The contractor shall be construed as a guarantor of payments made by the participants and transferred by the contractor.

E. Compensation.

  (1) The contractor may not receive compensation from the Administration for transmitting vehicle title and registration transactions to the Administration by way of the electronic system.

  (2) Pursuant to agreement, contractors may charge participants:

    (a) Monthly participation fees; and

    (b) Fees for each electronic submission of vehicle title and registration transactions.

  (3) Pursuant to Transportation Article, §13-610, Annotated Code of Maryland, and COMAR 11.12.01.23, a participant may charge customers a separate service fee for providing services by way of the electronic system.

  (4) A participant may not charge any other fees for filling out applications or for other services relating to vehicle title or registration transactions processed by way of the electronic system, unless authorized to do so by the Administration.

#### Regulation .10 Equipment and Maintenance.

*COMAR 11.15.31.10*

A. Equipment.

  (1) The contractor shall provide to the Administration its application software and communication lines to the host system.

  (2) The contractor shall provide to the Administration, at its own expense, and retain ownership of:

    (a) Equipment necessary to provide a communications interface between the host system and the Administration's data processing resources such as devices, modems, telephone and data lines, wiring, and communications facilities; and

    (b) Security devices and measures required by the security provisions under Regulation .11 of this chapter.

  (3) Upon reasonable notice a contractor has the right to secure and to remove any of its equipment physically located in an area within the control of the Administration or the State upon termination of the service agreement.

B. Maintenance. A contractor shall:

  (1) Bear responsibility for maintaining its equipment and other components;

  (2) Provide to the Administration installation and release notes of all application software upgrades;

  (3) Repair or replace defective or deficient equipment or other components in a timely manner;

  (4) Respond to any service calls within 4 hours during normal business hours; and

  (5) Give reasonable advance notice to the Administration of the need to access the Administration's facilities for installation, maintenance, testing, and repair of any equipment, device, modem, telephone or data line, wiring, or other component of the communication interface between the contractor and the Administration.

#### Regulation .11 Security Provisions.

*COMAR 11.15.31.11*

A. General Characteristics. A contractor shall incorporate the following security measures into the host system and other components of the electronic system:

  (1) The host system shall control the communications data flow between the Administration and the participant;

  (2) Each participant's terminal shall be a termination point in the contractor's communication network; and

  (3) A contractor shall notify each participant that the terminal may not serve as an intermediate communications mode for other remote networks.

B. Documentation.

  (1) A contractor shall supply the Administration with current, reasonably detailed information regarding the electronic system, including:

    (a) Hardware and software configuration diagrams containing functional system descriptions;

    (b) Reasonably detailed descriptions of security functions, including password usage; and

    (c) A network configuration diagram.

  (2) A contractor shall supply documentation:

    (a) For each type of system employed by the contractor, if more than one; and

    (b) On any material change made in hardware or software that may affect the contractor, a participant, or access to Administration data.

  (3) The Administration:

    (a) Shall use the information under §B(1) and (2) of this regulation solely for internal audits, security audits, and technical testing with respect to the electronic system;

    (b) Shall treat the information as computer software developed for a State agency or vendor proprietary software for purposes of General Provisions Article, Title 4, Annotated Code of Maryland; and

    (c) May not disclose the information unless required to do so by judicial order.

C. Access.

  (1) A contractor shall develop procedures to control access to the electronic system to participants who assure the Administration that access is:

    (a) Available only to participants and users who have been authorized and accurately identified;

    (b) Available to the Administration for open transactions within the contractor's system; and

    (c) Monitored to ensure that all access is traceable by the Administration.

  (2) The Administration shall allow authorized participants access only to the Administration's database files as necessary to process vehicle title and registration transactions.

  (3) A participant, and its employees, may not sell or impart to any person, firm, or corporation any information obtained from Administration records, including listings of individuals, for any reason.

  (4) Information obtained through this access is subject to the restrictions upon use and dissemination imposed by:

    (a) General Provisions Article, Title 4, Annotated Code of Maryland;

    (b) COMAR 11.17.10;

    (c) COMAR 11.17.12;

    (d) The Motor Vehicle Administration regulations on access to records in COMAR 11.11.09; and

    (e) Any successor regulations adopted by the Administration concerning disclosure or dissemination of any information obtained from Administration records or files.

D. Confidentiality of Information and Computer Security.

  (1) A contractor shall:

    (a) Ensure the confidentiality and the nondisclosure of records described in this regulation; and

    (b) Require each participant, as part of the participant's agreement, to implement procedures that ensure that:

      (i) Terminals are not left unattended while logged on to the host system;

      (ii) Terminals, including any monitor, printer, printout, or other form of display or duplication of vehicle record information, are placed to prevent the information from being viewed by unauthorized persons; and

      (iii) Any printed copy of a vehicle record is destroyed when its legitimate use has ended;

    (c) Configure the computer program to cause a terminal to log off automatically when no response or command is generated within a 15-minute time period; and

    (d) Enforce these requirements by canceling access for any participant who does not uniformly comply with them.

  (2) A participant is responsible for:

    (a) Safeguarding the automated equipment which provides access to the electronic system;

    (b) Limiting access to those persons who are authorized users of the electronic system and who have been properly instructed as to their duties and responsibilities as authorized users; and

    (c) Using either an integrated terminal or one that is not used for any other purpose or in any other system.

  (3) A participant shall implement procedures to ensure that:

    (a) The automated equipment is located in an area that prevents information, including any printed copy of a vehicle record, from being viewed by persons who are not authorized users of the equipment; and

    (b) Any printed copy of the information obtained from Administration files is destroyed when its legitimate use has ended.

  (4) The contractor, participant, and their respective employees shall:

    (a) Maintain information obtained from the program in strictest confidence, not to be disclosed to any other person, firm, or corporation;

    (b) Limit access to and use of information and computer resources to program activities; and

    (c) Be aware that the Administration adheres to:

      (i) State policies for data processing resources security authorized by the Governor's Executive Order 01.01.1983.18; and

      (ii) Criminal Law Article, §§7-302, 8-606, and 8-607, Annotated Code of Maryland.

  (5) Failure of the contractor, participant, or any of their respective employees to abide by the same policies and statutes, as specified in §D(2) and (4) of this regulation, may result in the Administration prosecuting or seeking remedies made available to it by contract, user agreement, statute, or regulation.

  (6) Other federal and State laws and regulations that affect the access to and use of computer information are the:

    (a) U. S. Computer Crime Statute of 1984 (18 U.S.C. §1030);

    (b) Federal Information Security Management Act of 2002 (44 U.S.C. §3541 et seq.);

    (c) Privacy Act of 1974 (5 U.S.C. §552a);

    (d) Federal Freedom of Information Act (5 U.S.C. §552) and General Provisions Article, Title 4, Annotated Code of Maryland;

    (e) Computer Fraud and Abuse Act of 1986 (18 U.S.C. §1030 et seq.);

    (f) National Driver Register Act of 1982 (49 U.S.C. §30301 et seq.);

    (g) Computer Software Rental Amendments Act of 1990 (17 U.S.C. §109);

    (h) Fair Credit Reporting Act (15 U.S.C. §1681 et seq.);

    (i) Driver’s Privacy Protection Act of 1994 (18 U.S.C. §2721 et seq.); and

    (j) National Institute of Standards and Technology Act (15 U.S.C. §271 et seq.).

#### Regulation .12 Suspension and Termination of Access Privileges.

*COMAR 11.15.31.12*

A. Contractor. The Administration may terminate, without notice, the access privileges of a contractor immediately upon discovery of any breach of:

  (1) The contractor's agreement; or

  (2) Any other agreement relating to the electronic system between a contractor and the Administration.

B. Participant. The contractor or the Administration may suspend or terminate, without notice, the access privileges of a participant immediately upon discovery of any breach of:

  (1) The participant's agreement;

  (2) The electronic system agreement; or

  (3) Any other agreement relating to the electronic system between a participant and the Administration.

C. Individual Authorized User. A contractor, the Administration, or a participant may suspend or terminate, without notice, access privileges of an authorized user:

  (1) Upon discovery of any breach of, or failure to fulfill, any responsibility established within any agreement relating to the electronic system; or

  (2) For any violation of Criminal Law Article, §§7-302, 8-606, and 8-607, Annotated Code of Maryland, or any successor statutes and implementing regulations.

D. Notice of Termination. Written notice shall be sent to the Manager of Business Licensing and Consumer Services at the Administration by:

  (1) A contractor before terminating a participant; or

  (2) A participant immediately on termination of a user for reasons specified in §C of this regulation.

#### Regulation .13 Provision for Liquidated Damages.

*COMAR 11.15.31.13*

A. In addition to any other remedies available to the Administration in law, if the contractor fails to provide the services, equipment, or other items required by this chapter within the prescribed time limits, the Administration may elect to provide or obtain services, equipment, or other items necessary to comply with this chapter.

B. Pursuant to §A of this regulation, the contractor shall pay the total cost incurred by the Administration for obtaining replacement services, equipment, and other necessary items.

C. The Administration shall have the unilateral right of alternate source selection to perform the work of this chapter when the contractor does not perform the required work.

D. In addition to the replacement costs described in §A of this regulation, the contractor also shall pay liquidated damages for any delay or failure in performance, as well as for any related damages sustained by the Administration.

E. The assessment of liquidated damages by the Administration against the contractor does not supersede or affect the right of the Administration to impose other remedies available to the Administration.

#### Regulation .14 Cost Savings and Reporting Requirements.

*COMAR 11.15.31.14*

A. Upon request, a contractor shall assist the Administration in periodically determining estimated cost savings realized by the electronic system.

B. The Administration shall develop a schedule of reports to be provided by the contractor, at no cost to the Administration, for submitting summary information relating to the electronic system in a format specified by the Administration.

#### Regulation .15 Training and Promotional Activities.

*COMAR 11.15.31.15*

A. Training of Authorized Users. A contractor shall:

  (1) Seek advance approval from the Administration for the training program; and

  (2) Require, in each electronic system agreement, that a participant requires each authorized user to attend periodic training with respect to:

    (a) Proper procedures for use of the program;

    (b) Constraints upon use and disclosure of the information made available throughout the program; and

    (c) Sanctions for misuse or abuse of the program.

B. Promotional Activities.

  (1) A contractor may engage in promotional activities with respect to the program, including the solicitation of potential participants, in person, by mail, and by telephone.

  (2) The Administration shall make reasonably available to the contractor, for use in its promotional activities, lists maintained by the Administration with respect to potential participants.

  (3) The promotional activities may not suggest that any contractor is approved or endorsed by the Administration.

C. Use of Administration's Name.

  (1) A contractor may use the Administration's name as necessary in connection with its provision of services to the participants, with the prior approval of the Administration, and that approval may not be unreasonably withheld or delayed.

  (2) A contractor may not state or imply that the:

    (a) Administration recommends or requires the use of the contractor's program or services to the exclusion of other similarly available services; or

    (b) Contractor is the exclusive provider of access to the Administration's vehicle records.

#### Regulation .16 Intellectual Property Rights.

*COMAR 11.15.31.16*

A. Property Rights Reserved to Contractor.

  (1) The contractor reserves full ownership rights to all forms of intellectual property developed by it for utilization in connection with the electronic system which comprise the host system and programs.

  (2) Subject to the agreement, the intellectual property consists of all proprietary program components necessary to collect, assemble, and transmit to and receive from the Administration the inquiries, information, and fund transfers including:

    (a) Any inventions, devices, processes, software, and formulas used in or comprising any component of the electronic system not already in use by the Administration;

    (b) Any trademarks and service marks used in connection with the program and not already in use by the Administration; and

    (c) Any written material relating to the electronic system which may be the subject of protection under the copyright laws of the United States or foreign countries, including, without limitation, all user and training manuals and other publications relating to the program not developed by the Administration.

  (3) The Administration acknowledges this reservation of any property rights not developed by the Administration and covenants not to take any action in derogation of these rights, except as is explicitly provided for in the agreement.

B. Patent, Trademark, Service Mark, and Copyright Protection. Except as required in Regulation .15C of this chapter, the Administration may not interfere with any efforts the contractor undertakes to register patents, trademarks, service marks, or copyrights associated with the program which have not been developed by the Administration or are not already in use by the Administration.

C. Confidentiality.

  (1) The Administration shall treat all plans, specifications, drawings, diagrams, software, computer programs, procedures, processes, and other proprietary materials relating to the electronic system as computer software developed for a State agency and proprietary software for purposes of General Provisions Article, Title 4, Annotated Code of Maryland, and agrees not to disclose this information unless required to do so by judicial order.

  (2) The contractor agrees that it will defend against disclosure of any information, which it deems to be proprietary, hold the Administration harmless, and bear all legal expenses. Its failure to do so shall constitute a waiver of any claim that the material is proprietary.

D. Trade Secrets.

  (1) All proprietary information and materials developed by the contractor in the course of the program comprising the electronic system, including, without limitation, all formulas, patents, compilations, programs, devices, methods, techniques, and processes, may constitute trade secrets of the contractor within the meaning of that term as defined in General Provisions Article, Title 4, Annotated Code of Maryland.

  (2) The Administration may not interfere with any action for damages or injunctive relief brought by a contractor in response to misappropriation of a trade secret by a third party.

  (3) This section does not constitute an admission or cooperation agreement on the part of the Administration for the purposes of any litigation or claim arising between the Administration and a contractor.

E. Plans, Specifications, Programs, Manuals, and Related Materials.

  (1) Plans, specifications, drawings, diagrams, manuals, computer programs, and related materials developed by a contractor with respect to the electronic system remain the sole property of the contractor, and review, consultation of, or possession of these materials by the Administration does not constitute a waiver of the contractor's property interests in them.

  (2) The Administration shall return, or afford a contractor reasonable opportunities to collect, all program materials upon the expiration or termination of the agreement.

#### Regulation .17 Limitation of Liability and Indemnification.

*COMAR 11.15.31.17*

A. Limited Scope of Contractor Duties to the Administration.

  (1) Accuracy and Completeness. A contractor:

    (a) Shall receive and transmit information, completely and without change, to and from the Administration's databases to participants;

    (b) Does not guarantee the accuracy of information transmitted without change to and from the Administration, regardless of the actual accuracy of the content of the information so transmitted; and

    (c) Has no duty to make inquiry regarding the actual accuracy of any information.

  (2) Electronic Funds Transfers.

    (a) A contractor shall promptly transmit all funds, remitted by participants, to the State Treasurer's account as required under Regulation .09 of this chapter.

    (b) A contractor shall promptly correct any reported or discovered error or omission it makes relating to an electronic fund transfer.

    (c) A contractor remains responsible for funds that are collected and remitted by the participant for transfer pursuant to Regulation .09 of this chapter.

  (3) Vehicle Registration Materials.

    (a) The participant is solely responsible for:

      (i) Its issuance of vehicle registration materials; and

      (ii) The loss or misappropriations of vehicle registration materials while vehicle registration materials are in its possession.

    (b) A contractor is solely responsible for the vehicle registration materials from the time they are delivered by the Administration to the contractor until the time they are delivered by the contractor to the participant.

B. Limitation of Liability. This section and §§C—F of this regulation are to be read and construed in conjunction with §A of this regulation setting forth the limited scope of the duties of a contractor to the Administration. This section and §§C—F of this regulation do not broaden the scope of those duties or create any duty not otherwise explicitly imposed upon the contractor.

C. Liability of Contractor.

  (1) A contractor is liable to the Administration for damages which are proximately caused by an act or omission of the contractor but is not liable for indirect, incidental, special, or consequential damages to third parties except as provided in §H of this regulation.

  (2) The contractor is not liable to the Administration for any claims, losses, damages, judgments, liabilities, or similar costs and expenses resulting directly or indirectly from the misappropriation or misuse of a vehicle record obtained from the Administration by a participant by way of the program, including, without limitation, any use or dissemination of information in violation of the restrictions upon use and disclosure imposed by General Provisions Article, §§4-101—4-601, Annotated Code of Maryland, or any corresponding regulations, except when the claims, losses, damages, judgments, liabilities, or similar costs and expenses result directly from:

    (a) A failure on the part of the contractor or any of its officers, directors, employees, or agents to comply with the provisions of the agreement;

    (b) A fraudulent or intentionally wrongful act or omission, relating to the program, on the part of the contractor or any of its officers, directors, employees, or agents; or

    (c) Negligence on the part of the contractor or any of its officers, directors, employees, or agents.

  (3) If a third party asserts a claim against the Administration, the State, or any employee of the Administration for injury or damages for which a contractor would owe the Administration indemnification, the contractor may claim any defense available to it under the Maryland Tort Claims Act.

  (4) Third-party claims shall be absolutely limited to reimbursement of the actual loss suffered by the Administration or State with respect to a third-party claim.

D. Liability of Participant. A participant is liable for, and shall indemnify and hold harmless the Administration for:

  (1) Misuse or misappropriation of a vehicle record or related information obtained from the Administration in connection with the program;

  (2) Failure by a participant or its personnel to comply with the provisions of the program; and

  (3) Failure to safeguard and limit access to vehicle records or for any damages resulting from the acts or omissions of the participant or its personnel relating to the titling and registration of vehicles.

E. Accuracy and Completeness of Filings.

  (1) A contractor shall correct or complete in a timely manner any information, application, or other filing which is transmitted inaccurately or incompletely to or from the Administration's databases solely as a result of a malfunction, deficiency, or operational error in or with respect to the electronic system.

  (2) A contractor may not be held liable to the Administration for any claims losses, damages, judgments, liabilities, or similar costs and expenses incurred by the Administration (whether in its own right or by virtue of liability on the part of the Administration to a third party) resulting directly or indirectly from inaccurate or incomplete information, application or other filing except when the claims, losses, damages, judgments, liabilities, or similar costs and expenses result directly from an act or omission relating to the program on the part of the contractor or any of its officers, directors, employees, or agents.

  (3) The amount of any liability to the Administration arising under this section shall be limited by the provisions of §H of this regulation.

F. Force Majeure.

  (1) A contractor:

    (a) Shall use its best efforts to make the electronic system and related services available during the hours of service to be mutually agreed upon with the Administration; and

    (b) Is not liable to the Administration, or considered to be in default, for a delay or failure to perform that results from any cause beyond its control, including, without limitation, any act of God, force majeure, natural or man-made disaster, riot, or act of war, foreign aggression, or civil insurrection.

  (2) The Administration:

    (a) Shall use its best efforts to make its databases available during the hours of the service agreed upon; and

    (b) Is not liable to the contractor for any delay or failure to perform that results from a cause beyond its control, including, without limitation, any act of God, force majeure, natural or man-made disaster, riot, or act of war, foreign aggression, or civil insurrection.

G. Acts and Omissions of Participant Not Attributable to the Contractor. An act or omission of a participant is not attributable to the contractor for the purpose of establishing vicarious liability on the part of the contractor for any damages (whether direct, indirect, special, or consequential) alleged to have arisen from the act or omission, nor shall the contractor bear any liability with respect to the act, omission, or damages alleged to have been related thereto, unless the contractor, its officers, agents, or employees knew or should have known of this act or omission.

H. Limited Indemnification.

  (1) A contractor shall defend, indemnify, and hold harmless the Administration for all claims, losses, damages, liabilities, or similar costs and expenses incurred by the Administration as a result of third-party claims against the Administration which arise out of acts or omissions of the contractor with respect to which the contractor:

    (a) Bears a duty explicitly set forth in §A of this regulation; or

    (b) Has explicitly consented to assume liability pursuant to the provisions under §§B—F of this regulation.

  (2) The amount of indemnification by a contractor with respect to any one transmission or occurrence is limited to reimbursement of the actual loss suffered by the Administration for all claims, losses, and damages.

  (3) A participant shall indemnify both the contractor and the Administration for and against any and all claims, losses, damages, judgments, liabilities, or similar costs and expenses which arise in whole or in part out of acts or omissions of the participant with respect to the program or the application of laws restricting access to and disclosure of vehicle records available through the program, including, without limitation, reasonable attorney fees and all other costs of defending the action or claim.

#### Regulation .18 Notice.

*COMAR 11.15.31.18*

A. Addresses.

  (1) Required notices shall be in writing and addressed as follows:

    (a) If to the Administration: Manager of Licensing and Consumer Services, Motor Vehicle Administration, 6601 Ritchie Highway, N.E., Glen Burnie, Maryland 21062; and

    (b) If to a contractor or participant, the address specified in the agreement or in an appropriate change of address notice.

  (2) Either party may change an address by providing prompt written notice of the change to the other party and to the Administration.

B. Computation of Time.

  (1) A notice served by mail shall:

    (a) Be sent by certified mail; and

    (b) Be considered received 3 business days following the date of mailing, as established by a United States Postal Service certificate of mailing.

  (2) A notice served by hand delivery, overnight delivery, or telecopier is considered to have been received on the date of actual receipt.

C. Registered Agent for Service of Process. For the purposes of service of legal process and other legal notices, a contractor shall:

  (1) Maintain, within the State, a registered agent and a location of its registered office; and

  (2) Notify the Administration promptly of a change in its registered agent or registered office.

D. Failure to maintain a registered agent for service of process shall serve as consent for notice to be served with the Maryland Department of Assessments and Taxation.

#### Regulation .19 Surety Bonds.

*COMAR 11.15.31.19*

A. A contractor shall furnish a surety bond:

  (1) In an amount established by the Administration;

  (2) Based on transfers or projected transfers of annual funds from electronic vehicle titling and registration transactions; and

  (3) In an amount comparable to the average weekly funds transferred.

B. A participant shall certify, in a form acceptable by the Administration, that a surety bond in the amount required by Transportation Article, §§15-308 and 15-604, Annotated Code of Maryland, is currently, and will continue to remain, in effect.

C. Except for §B of this regulation, all other participants shall furnish a surety bond in the amount of $25,000.

D. A bond required under this regulation shall:

  (1) Remain in force for the term of the contractor, or participant's, agreement;

  (2) Be executed by a surety company authorized to do business in the State;

  (3) Be in a form approved by the Maryland Insurance Administration; and

  (4) Be adjusted annually as determined by the Administration pursuant to §A of this regulation.

#### Regulation .20 Retention of Records and Audit.

*COMAR 11.15.31.20*

A. A contractor and a participant shall:

  (1) Maintain all records and documents relating to vehicle title and registration transactions for 5 years from the time an activity takes place;

  (2) Make all records and documents available for inspection by authorized representatives of the Administration and law enforcement agencies during normal business hours without advance notification; and

  (3) Provide a terminal to the Administration for accessing the electronic system.

B. The Administration shall develop a program for the audit of both contractors and participants.

#### Regulation .21 Work Performance.

*COMAR 11.15.31.21*

A contractor shall:

A. Perform work in accordance with the terms, conditions, and covenants set forth in the Maryland Department of Transportation's “General Conditions for Service Contracts” (1992); and

B. Execute a Contract Affidavit pursuant to COMAR 21.07.01.25.

#### Regulation .22 General Provisions of Authorized Participants.

*COMAR 11.15.31.22*

A. Responsibilities of Participant. A participant shall adhere to all rules, regulations, and procedures established by the Administration, including but not limited to the following:

  (1) Have all authorized users attend required training workshops;

  (2) Transfer all moneys collected as a participant to the contractor's account through the electronic system on the same date the electronic title and registration transaction is processed;

  (3) Issue license plates, stickers, and any other vehicle registration materials as applicable to customers in accordance with current Administration procedures;

  (4) Submit all reports, including daily activity reports, inventories of license plates and stickers, and any other reports that may be required by the Administration, and in all other respects to comply with the Annotated Code of Maryland; and

  (5) Receive, securely store, issue, account for, and be fully responsible for the license plates or stickers or other items of value as may be entrusted to the participant by the Administration.

B. Office Location. A participant shall:

  (1) Maintain an office, in accordance with Transportation Article, Title 15, Annotated Code of Maryland, which shall also be used as the office for the computerized vehicle title services; or

  (2) Establish and maintain, at a participant's own expense, an office for the purpose of processing vehicle title and registration documents in accordance with the provisions of Maryland laws and regulations.

C. Authorized User. A participant shall:

  (1) Designate at least one full-time employee as an authorized user of the electronic system;

  (2) Immediately notify the Administration of any changes in the designations of authorized users;

  (3) Receive approval from the Administration before allowing an individual to have access of the electronic system; and

  (4) Limit access to the electronic system to those employees who:

    (a) Have been designated as an authorized user;

    (b) Have executed the authorized user affidavit;

    (c) Have been authorized by the Administration as users of the electronic system; and

    (d) Are covered under the participant's bond as provided for by Transportation Article, Title 15, Annotated Code of Maryland.

D. Prohibited Transactions. A participant may not:

  (1) Issue Certificates of Title;

  (2) Process any transaction types that the Administration has not approved; or

  (3) Process transactions through the electronic system for the following categories of customers:

    (a) Those for which the Administration databases indicate an existing problem requiring Administration action; and

    (b) Those individuals for whom the Administration has not previously assigned a Maryland soundex code.

#### Regulation .23 Termination.

*COMAR 11.15.31.23*

A. Termination for Cause. An agreement may be terminated for cause as provided for in §35A of the Maryland Department of Transportation's “General Provisions for Service Contracts” (1992), and in the provisions of this regulation.

B. Events of Default. An event of default includes:

  (1) Failure of the contractor to maintain any of the services required by this chapter or as agreed upon in writing;

  (2) Breach of security or confidentiality;

  (3) Failure of the Administration to maintain its databases or data processing resources in a manner as to permit the contractor to maintain any of the services as agreed on; or

  (4) Breach of any other material obligation or covenant of the agreement by any party.

C. Opportunity to Cure.

  (1) Whenever an event of default occurs, the party asserting a default shall:

    (a) Notify the defaulting party in writing of the occurrence of the event of default; and

    (b) Describe with particularity the default and the steps necessary to cure the default.

  (2) The defaulting party shall then have 30 days from the date of receipt of the written notice to cure the default in question.

D. Termination Upon Persistence of Uncured Default. If an event of default remains uncured without substantial justification for more than the required 30 days, the party asserting a default may, at its option, terminate the agreement upon written notice to the defaulting party.

E. Suspension in Event of Continuing Breach of Security or Confidentiality.

  (1) The Administration may, upon 24 hours actual notice to a contractor, suspend operation of the program for a period not to exceed 15 days (the suspension period), if the Administration determines that:

    (a) A breach of security or confidentiality has occurred with respect to information resident in the Administration's databases, which is attributable to the electronic system;

    (b) The breach poses a substantial threat of breaches of security or confidentiality; and

    (c) The breach cannot or is not likely to be remedied within a reasonable time by the contractor or the Administration exercising their powers, pursuant to their agreements, to suspend or terminate participation in the program by the participant.

  (2) During any suspension period, the Administration shall cooperate fully with a contractor to identify or remedy any breaches.

  (3) If, during the suspension period, the source of the breach is identified and provisions are made for remedying the breach, the:

    (a) Suspension shall immediately terminate; and

    (b) Operation of the program shall be restored promptly.

  (4) The Administration may impose an additional 15-day suspension period, if a contractor has been unable to:

    (a) Identify the source of the breach at issue; or

    (b) Provide a means of remedying the breach.

  (5) At the conclusion of the additional suspension period, the Administration may terminate an agreement if the condition triggering the breach remains unidentified or uncured.

F. Disposition of Equipment and Materials.

  (1) A contractor and participant shall notify the Administration immediately of any theft or missing property related to the program.

  (2) If an agreement is terminated:

    (a) The Administration shall promptly return to the contractor, or afford it a reasonable opportunity to collect any and all equipment, manuals, diagrams, computer hardware and software, and any other items and materials relating to the program that were supplied by the contractor and not paid for by the Administration; and

    (b) A contractor shall similarly return to the Administration any permanent registration plates, stickers, and any other property of the Administration that is in the contractor's possession, custody, or control.