Legal Definitions - Uniform Computer Information Transactions Act

The Uniform Computer Information Transactions Act (UCITA) is a model law designed to provide a consistent legal framework for contracts involving computer information, primarily focusing on the licensing of software and digital data.

Unlike traditional sales of physical goods, UCITA addresses transactions where a party gains the right to use, rather than own, digital products or services. It draws upon principles from general contract law and the Uniform Commercial Code (UCC) to create specific rules for agreements related to software, digital content, and access to electronic databases. It does not apply to contracts for physical goods or general services that are covered by the UCC.

Here are some examples of situations where UCITA would apply:

• Example 1: Licensing a Business Productivity Suite

  A marketing agency purchases a subscription to a popular cloud-based graphic design and video editing software suite for its team. The agreement specifies that the agency is granted a non-exclusive, revocable license to use the software for a monthly fee, rather than outright owning the software itself. The terms dictate how many users can access it, the duration of the license, and restrictions on modifying or reselling the software.

  How this illustrates UCITA: This is a classic software licensing agreement, where the agency is paying for the right to *use* computer information (the software) under specific conditions, not to own a physical product. UCITA would provide the legal rules governing such a transaction, defining the rights and obligations of both the software provider and the marketing agency.

• Example 2: Custom Software Development Contract

  A startup company contracts with a specialized software firm to develop a unique inventory management system tailored to its specific business needs. The contract outlines the development milestones, the intellectual property rights to the custom code, and the terms under which the startup will license and use the final software product once completed.

  How this illustrates UCITA: This scenario involves a contract for the development of custom software, which is a form of computer information. UCITA would apply to the agreement governing the creation, delivery, and subsequent licensing or transfer of rights to this digital product, establishing the legal framework for the development process and the client's eventual use of the software.

• Example 3: Online Research Database Subscription

  A medical research institution subscribes to an extensive online database that provides access to millions of scientific articles, clinical trial data, and medical journals. The subscription agreement grants authorized researchers within the institution the ability to search, view, and download specific content for research purposes, subject to terms regarding data usage, sharing, and copyright compliance.

  How this illustrates UCITA: This is an agreement for access to a database through the internet, which is a core type of computer information transaction covered by UCITA. The Act would govern the legal aspects of this subscription, including the terms of access, the scope of permitted use of the digital content, and the responsibilities of both the database provider and the research institution.