1. Chapter 17: E-Contracts
and Licensing
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2. Uniform Computer Information
Transactions Act
• A model state law that
provides uniform and
comprehensive rules for
contracts involving:
– computer information
transactions
– software licenses
– information licenses
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3. Uniform Computer Information
Transactions Act (continued)
• The UCITA covers the
following aspects of licensing
information rights:
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Formation of a contract
Authenticating the record
Attribution procedure
Performance
Warranties
Breach of license agreements
Limitations of remedies
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4. The Internet
• Collection of millions of
computers that provide a
network of electronic
connections.
• Originally funded by the
Department of Defense.
• National Science Foundation
continued system to facilitate
high-speed communications.
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5. The World Wide Web
• Millions of computers
supporting HTTP.
• Web sites and pages are
stored on servers operated
by Internet service providers.
• Pages are viewed through
web browsers.
• Extremely attractive to
commercial activities.
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6. Electronic Mail
• E-mail is a widely used
application for
communication over the
Internet.
• Electronic writing
• Unique identifying address
• Allows for instantaneous
communication around the
world
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7. Domain Name
• Domain name – a unique
name that identifies an
individual’s or company’s
Web site.
• Domain names may be
registered by filing the
appropriate form with the
domain name registration
service and paying the
appropriate fee.
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8. Anticybersquatting Consumer
Protection Act
• Aimed at cybersquatters who
register Internet domain
names of famous companies
and people and hold them
hostage by demanding
ransom payments from the
famous company or person.
– The name must be famous.
– The domain name was
registered in bad faith.
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9. E-Contracts
• E-mail is sometimes the
method used to negotiate
and agree on contract terms
and to send and agree to
the final contract.
• Assuming that all of the
elements to establish a
contract are present, an email contract is valid and
enforceable.
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10. E-Contracts Writing
Requirements
• Electronic Signature in Global
and National Commerce Act
– Electronic contracts meet the
writing requirements of the
Statute of Frauds.
– Electronically signed contracts
cannot be denied effect
because they are in electronic
form and are stored and
delivered electronically.
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11. E-Signatures
• Electronic Signature in Global
and National Commerce Act
– Recognizes electronic
signatures
– Same force and effect as peninscribed signature on paper
– Allows for verification of digital
signatures
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12. E-Licensing
• The Uniform Computer
Information Transactions Act
(UCITA) governs the creation,
performance, and
enforcement of computer
information transactions.
• Some states have adopted
UCITA.
• Other states are applying
state law and equity
principals.
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13. Licensing
• Intellectual property and
information rights are
valuable assets of individuals
and businesses.
• License – a contract that
transfers limited rights in
intellectual property and
informational rights.
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14. Licensing (continued)
• Licensor – The owner of
intellectual property or
informational rights who transfers
rights in the property or
information to the licensee.
• Licensee – The party who is
granted limited rights in or access
to intellectual property or
informational rights owned by the
licensor.
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15. Exclusive License
• A license that grants the
licensee exclusive rights to
use informational rights for a
specified duration.
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16. Licensing Agreement
Licensor
Licensor
License
transfer of rights in
intellectual property
or information)
Licensee
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17. Licensing Agreement (continued)
• Detailed and
comprehensive written
agreement between the
licensor and licensee.
• It sets forth the express terms
of their agreement.
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18. Breach of Licensing Agreements
• The parties to a contract for
the licensing of information
owe a duty to perform the
obligations stated in the
contract.
• If a party fails to perform as
required, there is a breach of
the contract.
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19. Breach of Licensing Agreements
(continued)
• Licensee’s refusal of defective tender
• Licensee’s revocation of acceptance
• Adequate assurance of performance
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20. Remedies
• The UCITA provides various
remedies that injured parties
can obtain against
breaching parties.
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Cancellation
Licensor’s damages
Licensor’s right to cure
Licensee’s damages
Specific performance
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21. Limitations of Remedies
• The UCITA provides that the
parties to an agreement may
limit the remedies available
for breach of the contract.
• Limitation of remedies in
licenses subject to the UCITA
are enforceable unless they
are unconscionable.
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