Changes to
Uniform Commercial Code Article 2 - Sales
(9.20.01, edited by the NCCUSL Style Committee)

 §2-104 (scope). 

(a)  This article applies to transactions in goods.

(b)  This Article does not apply to contracts to create, modify, or acquire information. 

(c)  If a transaction involves information and goods, this article applies to the goods and does not apply to the information.  However, if software is contained in goods that are sold or leased, this article applies to the software and the goods considered as a whole unless:      

(1) the goods in which the software is contained is a computer; or

(2) giving the buyer or leasee of the goods access to or use of the software is a substantial purpose  of transactions in goods of the type sold or leased.

(d) If a transaction is governed by subsection (c)(1) or (2), this article applies to the goods, but does not apply to the software even if the goods predominate in the

     transaction. Informational rights are not affected even if information is contained in goods.

Definitions:

"Computer" no definition.

"General Intangibles" means any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas or other minerals before extraction.  The term includes payment intangibles and information.

"Goods" means all things, including specially manufactured goods, that are movable at the time of identification to a contract for sale and future goods.  The term includes the unborn young of animals, growing crops, and other identified things to be severed from real property under Section 2‑107.  The term does not include money in which the price is to be paid, the subject matter of foreign exchange transactions, documents, letters of credit, letter-of-credit rights, instruments, investment property, accounts, chattel paper, deposit accounts, or general intangibles. The term includes any physical medium in which information resides.

"Information" means data, text, images, sounds, mask works, computer programs, software, databases or the like, including collections and compilations of them.

"Informational rights" include all rights in information created under laws governing patents, copyrights, mask works, trade secrets, trademarks, publicity rights, or any other law that gives a person, independently of contract, a right to control or preclude another person’s use of or access to the information on the basis of the rights holder’s interest in the information.

 "Software" means a computer program and any supporting information provided in connection with a transaction relating to the program. 

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