                                 CODE OF VIRGINIA

WARRANTY AND OBLIGATIONS CONCERNING NONINTERFERENCE AND NONINFRINGEMENT (§
59.1-504.1)

a. A licensor of information that is a merchant regularly dealing in information
of the kind warrants that the information will be delivered free of the rightful
claim of any third person by way of infringement or misappropriation, but a
licensee that furnishes detailed specifications to the licensor and the method
required for meeting the specifications holds the licensor harmless against any
such claim that arises out of compliance with either the required specification
or the required method except for a claim that results from the failure of the
licensor to adopt, or notify the licensee of, a noninfringing alternative of
which the licensor had reason to know.

b. A licensor warrants:

   1. for the duration of the license, that no person holds a rightful claim to,
   or interest in, the information which arose from an act or omission of the
   licensor, other than a claim by way of infringement or misappropriation, which
   will interfere with the licensee&#8217;s enjoyment of its interest; and

   2. as to rights granted exclusively to the licensee, that within the scope of
   the license:

A. to the knowledge of the licensor, any licensed patent rights are valid and
exclusive to the extent exclusivity and validity are recognized by the law under
which the patent rights were created; and

B. in all other cases, the licensed informational rights are valid and exclusive
for the information as a whole to the extent exclusivity and validity are
recognized by the law applicable to the licensed rights in a jurisdiction to
which the license applies.

c. The warranties in this section are subject to the following rules:

   1. If the licensed informational rights are subject to a right of privileged
   use, collective administration, or compulsory licensing, the warranty is not
   made with respect to those rights.

   2. The obligations under subsections (a) and (b) (2) apply solely to
   informational rights arising under the laws of the United States or a state,
   unless the contract expressly provides that the warranty obligations extend to
   rights under the laws of other countries. Language is sufficient for this
   purpose if it states, &#8220;The licensor warrants exclusivity,
   noninfringement, in specified countries, worldwide,&#8221; or words of similar
   import. In that case, the warranty extends to the specified country or, in the
   case of a reference to &#8220;worldwide&#8221; or the like, to all countries
   within the description, but only to the extent the rights are recognized under
   a treaty or international convention to which the country and the United
   States are signatories.

   3. The warranties under subsections (a) and (b) (2) are not made by a license
   that merely permits use, or covenants not to claim infringement because of the
   use, of rights under a licensed patent.

d. Except as otherwise provided in subsection (e), a warranty under this section
may be disclaimed or modified only by specific language or by circumstances that
give the licensee reason to know that the licensor does not warrant that
competing claims do not exist or that the licensor purports to grant only the
rights it may have. An obligation to hold harmless under subsection (a) may be
disclaimed or modified only by specific language or by circumstances giving the
licensor reason to know that the licensee does not provide a hold-harmless
obligation to the licensor. In an automated transaction, language is sufficient
if it is conspicuous. Otherwise, language in a record is sufficient if it
states:

   1. as to the licensor&#8217;s obligation, &#8220;There is no warranty against
   interference with your enjoyment of the information or against
   infringement,&#8221; or words of similar import; or

   2. as to the licensee&#8217;s obligation, &#8220;There is no obligation to
   hold you harmless from any actions taken in compliance with the specifications
   or methods furnished to me under this contract,&#8221; or words of similar
   import.

e. Between merchants, a grant of a &#8220;quitclaim,&#8221; or a grant in
similar terms, grants the information or informational rights without an implied
warranty as to infringement or misappropriation or as to the rights actually
possessed or transferred by the licensor.

HISTORY: 2000, cc. 101, 996; 2004, c. 794.