Penalty: a cost determined against a party for breach of the duration of the contract. Assignment: a transfer of all or part of the contractual rights or obligations to a natural or legal person who was not an initial part of the pre-assignment agreement. Forms struggle: a conflict between the terms of standard form contracts that a buyer and seller exchange during a contract negotiation. A question of “struggle of forms” is contrary to the “rule of reflection” of contract law, which states that an acceptance is valid only where it corresponds exactly to the conditions of the offer. When it comes to database license agreements, there may be problems fighting forms if the contract is governed by Article 2 of the Single Commercial Code. See the “Single Commercial Code” below. User: any natural or legal person who interacts or puts into service its resources with the database or its licensed digital resources. In a license agreement, the term “user,” whether singular or plural, is typically synonymous with “authorized user.” Compare “end user” above. Uniform Computer Information Transactions Act (UCITA): a model law developed in 1999 by the National Conference of Commissions on Uniform State Laws (NCCUSL) and revised in 2002, which regulates software licenses and database access transactions. Since January 2008, Virginia (Va. Code Ann.
§ 59.1-501.1 et seq.) and Maryland (Md Code Ann. Comm. Law §§ 22-101 et seq.) the only two states to have adopted UCITA laws. Modification: A formal revision of the terms of an agreement. A change can be an addition, deletion, or correction. Use: the right of a licensee to exploit the licensor`s program, software, website or other electronic environment in order to access the digital information that the licensee rents under the agreement. The definition of “use” can take many forms and is often referred to as many things (e.g.B. “licensing”), but it is one of the most important definitions or clauses of any license agreement. Remote Lending (“ILL”): loan of proprietary or licensed material to another library or its users. These additional terms supersede all inconsistent or conflicting terms of the binary license agreement or any license contained in the software.
Merger clause: a provision of the contract that essentially states that neither party may modify the written terms of the contract by prior or oral agreements, discussions or agreements entered into by the parties but which have not been written into the final written contract. Also called “integration clause”. Adoption: the formal and voluntary act of acceptance of an offer leading to the drafting of a legally binding agreement. . . .