                                 CODE OF VIRGINIA

VARIATION BY AGREEMENT (§ 8.1A-302)

a. Except as otherwise provided in subsection (b) or elsewhere in the Uniform
Commercial Code, the effect of provisions of the Uniform Commercial Code may be
varied by agreement.

b. The obligations of good faith, diligence, reasonableness, and care prescribed
by the Uniform Commercial Code may not be disclaimed by agreement. The parties,
by agreement, may determine the standards by which the performance of those
obligations is to be measured if those standards are not manifestly
unreasonable. Whenever the Uniform Commercial Code requires an action to be
taken within a reasonable time, a time that is not manifestly unreasonable may
be fixed by agreement.

c. The presence in certain provisions of the Uniform Commercial Code of the
phrase &#8220;unless otherwise agreed,&#8221; or words of similar import, does
not imply that the effect of other provisions may not be varied by agreement
under this section.

HISTORY: 1964, c. 219, §§ 8.1-102, 8.1-204; 2003, c. 353.