CODE OF VIRGINIA

RELATION TO FEDERAL LAW; FUNDAMENTAL PUBLIC POLICY; TRANSACTIONS SUBJECT TO
OTHER STATE LAW (§ 59.1-501.5)

(a. A provision of this chapter that is preempted by federal law is
unenforceable to the extent of the preemption.

(b. If a term of a contract violates a fundamental public policy, the court may
refuse to enforce the contract, enforce the remainder of the contract without
the impermissible term, or limit the application of the impermissible term so as
to avoid a result contrary to public policy, in each case to the extent that the
interest in enforcement is clearly outweighed by a public policy against
enforcement of the term.

(c. In a transaction in which a copy of computer information in its final form
is made generally available, a term of a contract is unenforceable to the extent
that the term prohibits an end-user licensee from engaging in otherwise lawful
public discussion relating to the computer information. However, this subsection
does not preclude enforcement of a term that establishes or enforces rights
under trade secret, trademark, defamation, commercial disparagement, or other
laws. This subsection does not alter the applicability of subsection (b) to any
term not rendered unenforceable under this subsection.

(d. This chapter does not apply to an intellectual property notice that is based
solely on intellectual property rights and is not part of a contract. The effect
of such a notice is determined by law other than this chapter.

(e. If a law of the Commonwealth in effect on the effective date of this chapter
applies to a transaction governed by this chapter, the following rules apply:

   (1.  A requirement that a term, waiver, notice, or disclaimer be in a writing
   is satisfied by a record.

   (2.  A requirement that a record, writing, or term be signed is satisfied by
   an authentication.

   (3.  A requirement that a term be conspicuous, or the like, is satisfied by a
   term that is conspicuous under this chapter.

   (4.  A requirement of consent or agreement to a term is satisfied by a
   manifestation of assent to the term in accordance with this chapter.

HISTORY: 2000, cc. 101, 996; 2001, cc. 762, 763; 2004, c. 794.