(a) If the performance required of a party and its timing is not fixed or determinable from the terms of the agreement or this article, the agreement requires performance that is reasonable in light of the commercial circumstances existing at the time of agreement.

(b) An agreement that is otherwise sufficiently definite to be a contract is not made invalid merely because by the fact that it leaves particulars of performance to be specified by one of the parties. If a term of an agreement is to be specified by a party, the following rules apply:

(1) Specification must be made in good faith and within limits set by commercial reasonableness.

(2) If a specification to be made by one party substantially materially affects the other party's future performance but is not seasonably made, the other party:

(A) is excused for any resulting delay in its performance; and

(B) may perform, suspend performance, or treat the failure to specify as a breach of contract.

(c) An agreement that provides that the performance of one party be to the satisfaction or approval of the other requires performance sufficient to satisfy a reasonable person in the position of the party that must be satisfied. However, the agreement requires performance to the subjective satisfaction of the other party to the extent that if:

(1) the agreement expressly so provides, such as by providing that the satisfaction or approval is to be in the "sole discretion" of the party, or words of similar import; or

(2) in the absence of express contract terms, if the performance is the creation or delivery of informational content in a context in which it is to be evaluated in reference to aesthetics, marketability, appeal, suitability to taste, or similar characteristics.

"Agreement": Section 1-201. "Contract": Section 2B-102. "Delivery": Section 2B-102. "Good faith": Section 2B-102. "Information": Section 2B-102. "Party": Section 1-201. "Person": Section 1-201. "Term": Section 1-201.

1. Open Terms. Subsection (a) and (b) bring together rules relating to open terms under current Article 2.

2. Performance to the Satisfaction of a Party. Subsection (c) focuses on cases where performance is to be to the satisfaction of the other party. Two different approaches reflect different traditions and case law in commercial areas affected by Article 2B and differences in qualitative standards that are appropriate to the commercial relationships. A factor that distinguishes the information industries is that many of the information products that they obtain or distribute focus on aesthetics and marketability, rather than merely on the capability of performance of the product. This focus, when it applies, leaves it important that the judgment of the licensee be unfettered about whether the proffered performance is appropriate. Here, "to the satisfaction clauses" create a subjective standard, rather than one defined by reference to a reasonable person test. The converse rule is more appropriate in cases involving the development of computer programs and the like with respect to performance of the programs.

Restatement (Second) of Contracts § 228 "prefers" a reasonable man approach if the context permits objective standards for determining satisfaction. This leaves too much uncertainty for the information industries affected here. The Restatement cites an entertainment industry example as one in which no reasonable standard of satisfaction is possible. The language in (c) provides guidance for determining when the subjective standard is appropriate for information industry performances.

3. Contractual Language. Subsection (c)(1) gives a court guidance and provides safe harbor language, indicating what language achieves a subjective satisfaction standard where the issue is specifically addressed in the agreement..