SECTION 2B-603. SUBMISSIONS OF INFORMATIONAL CONTENT: PERFORMANCE. If a party submits informational content under an agreement that requires that the informational content be to the satisfaction of the other party, the following rules apply:

(1) The provisions of [Section 2B-607 throughu 2B-614] [this article on tender, inspection, acceptance or refusal of a tender, and revocation with respect to copies] do not apply to the submission or to the receiving party's response to the submission, except as otherwise provided in this section.,

(2) If the informational content is not satisfactory to the recipient, the parties may engage in efforts to correct the deficiencies over a period of time and in a manner consistent with the ordinary standards of the trade or industry without that conduct being treated as acceptance or refusal of the submission.

(3) Neither refusal nor acceptance of the informational content occurs unless the recipient makes an expressly refuses or accepts the submission.

a. Reviewed without substantive changes in May, 1997.

This section proposes broadening the concept to cover any case where a submission pursuant to a "to the satisfaction of the party" clause occurs, rather than limiting the concept to informational content. Former subsection (b) (idea submission) was moved to 2B-206.

1. General Purpose. Article 2 rules concerning tender, acceptance and rejection of goods are not appropriate in many situations involving information transactions. This Section deals with one such context in which information is submitted (perhaps in the form of a copy) under an agreement that the submission be to the satisfaction of the receiving party. Such transactions are common in all of the information industries and involve, for example, submission of an author's manuscript, submission of a digital design for inclusion in a broader product, or submission of a script for a film. The Article 2 model assumes that copies when tendered can be judged in terms of performance capability and that the delivery is the crucial event around which the transaction centers. In information transactions of the type described in this section, neither premise applies.

The delivery of informational content in this context triggers a process that centers around the fact that the recipient has the right to refuse if the content does not satisfy its expectations, but that often neither an immediate acceptance or reject is expected. Rather, a process of revision and tailoring occurs. Once that fact is recognized, the inapplicability of the various rules on acceptance and the like becomes apparent. The provisions of subsection (a) define basic principles of content submission in such case.

2. Express Choices. An important aspect of the difference in the two circumstances lies in subsection (a)(3) where it is made clear that only an explicit refusal or acceptance satisfies the standard of acceptance in this setting since the circumstances are keyed to the subjective satisfaction of the receiving party.