(a) The following rules apply to releases of informational property rights:

(1) A release in whole or in part is effective without consideration if:

(A) it is contained in a record to which the releasing party manifested assent and which identifies the rights released; or

(B) it is enforceable under other law, including estoppel, implied license, and or other rules allowing enforcement of a release.

(2) A release continues for the duration of the rights released if the agreement does not specify its duration and does not require on-going affirmative performance:

(A) by the party granting the release; or

(B) by the party receiving the release, except for minor acts [such as giving acknowledgments or credits in subsequent uses of the information or providing a small number of copies of works utilizing the released information].

(b) The following rules apply to submissions of informational content or an idea for the creation, development, or enhancement of information:

(1) If the submission is other than under a pre-existing agreement for such submission:

(A) aA contract or obligation does not arise and is not implied from the mere receipt of an unsolicited disclosure;.

(CB) Iif the recipient notifies the person making the submission that it maintains a procedure to receive and review such submissions, ano contract is not created unless:

(i) the information or idea is submitted and accepted pursuant to that procedure; or

(ii) the recipient expressly agrees to contractual terms concerning the submission.

(2) Unless the agreement expressly provides otherwise, aAn agreement to disclose an idea does not create an enforceable contract if the idea is not confidential, concrete, or novel to the trade or industry.

"Agreement". Section 1-201. "Information". Section 2B-102. "Informational property rights". Section 2B-102. "License". Section 2B-102. "Party". Section 1-201. "Record". Section 2B-102. "Release". Section 2B-102. "Rights". Section 1-201.

Committee Action: Reviewed without substantive revision.

1. General Scope and Rationale: Releases. Informational property releases are important aspects of practice in all of the information industries. They are a form of a license, but are ordinarily less formally negotiated or established and frequently obtained with little or no consideration paid over to the releasing party. While a release is a license it is a simple agreement not to sue, rather than a commercial transaction involving the elements present in a commercial license. The term "release" is defined in Section 1-102.

The release does not relate to claims based on breach of contract, but refers to releases of intellectual property and similar rights.

2. Enforceability. Subsection (a)(1) adopts the view that a release is enforceable without consideration, but places a limitation on that concept as an affirmative premise by focusing on a release contained in a record to which the releasing party manifested assent. The section clarifies existing law. It provides that a release of informational property rights in a certain form is enforceable, but does not alter other existing law with respect to when releases are enforceable.

This section applies to releases that occur in common "chat room" and "list service" systems in Internet. In these situations, it is common to indicate that participation in the service gives permission for the use of materials submitted. Arguably, these relationships are supported by consideration; this section makes clear that releases in such situations are enforceable based on assent to the record.

Illustration 1. West operates an on-line chat room. It uses comments of users in its monthly newsletter. The first time an individual joins the chat room, the screen stated that: "By participating in this on-line conversation, you grant West the right to use your comments as edited in subsequent publications in any medium." By joining the conversation, the participant releases its rights in its copyright comments for the purposes stated. Subsection (a) eliminates the need for consideration. The act of participating constitutes manifesting assent if the release language was prominent and called the party's attention.

While the section refers to assent to a record, it does not preclude modern means of recording assent, such as by filming assent by the participant as part of the "record" itself. In this case, the film itself serves as the record. The filmed assent is in effect no different from signing a writing. In both cases, the included act or signing authenticates the record.

3. Duration. Subsection (a)(2) is a specific application of rules in Section 2B-308, creating presumption that some single or no-payment contracts create rights for the duration of the underlying information property right if no definite term is specified. This deals with issues common to industries where parties develop products in part on reliance on general releases or waivers that do not contain specific duration terms. Leaving those cases to the general "reasonable time" standard in Section 2B-308 would create unwarranted and costly uncertainty.

The "minor acts" in this section include giving acknowledgments or credits in subsequent uses of the information or providing a small number of copies of works utilizing the released information.

4. Idea Submissions. Subsection (b) deals in a limited way with a problem that exists in all of the industries to which this Article applies: submission of informational content not pursuant to an agreement. It provides that, if a procedure exists for receipt and review of such submissions to which the submitting party is referred, no contract exists unless the submission was pursuant to that procedure or compliance with the procedure was waived by the licensee. This leaves undisturbed a vast array of doctrines dealing with adequacy of consideration, equitable remedies, and the like, but clarifies the legal effect of the submission in contractual doctrine.