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LL.M. Program

Syllabus for Online Contracting

Summer
I. COURSE DESCRIPTION

Ms. Ana Penn and IBLS academic staff
Faculty

Online Contracting (3 cr. Summer only): Online commerce requires a new take on contracts. Online contracting includes the traditional elements drafting but with a new twist. It is more likely that the closing of an E-Commerce deal will not be the result of a handshake, but will be in the exchange of electronic keys that have been authenticated by an international authentication service. Cybernotaries will verify digital signatures, and impound accounts that reside outside of the jurisdiction of the parties may be employed to guarantee performance. Disclaimers, licenses and warranties take on a new color when conflicts arise between U.C.C. and UNCITRAL or other model commercial acts. The student in this course will cover the subject of contracts in the digital age. Authentication of parties, forum, statute of frauds, licensing, and consumer protection topics will be taught with emphasis on electronic commerce.

Module1

Requirements for Online Contracts

Drafting Electronic Agreements

Performance/Discharge/Breach of Electronic Contracts

Enforcement

Authentication of Parties

Mailbox Rule

Module 2

Authentication of Parties

Key Encryption

Module 3 Authentication of Parties cont;

Digital Signature

Third Millennium Electronic Commerce Act

Module 4

Choice of Law and Choice of Forum – Jurisdiction

Module 5

Performance/Discharge/Breach of Online Contracts

Module 6

Statute of Frauds and Electronic Communications

Module 8 Electronic Contracts

Online Mass Market Agreements

Electronic Data Interchange (EDI)

Web Site Forms

E-mails

Electronics Agent

Module 9

Guidelines for Electronic Consumer Transactions

Warranties and Disclaimers

Module 10

Cyber-Notaries

Module 11 Licensing

Shrinkwrap and Web Wrap Agreements

Module 12

Online Service Providers (OSP), Agreements and Liability

Module 13

Model Acts

The Uniform Commercial Code (U.C.C.)

Model Electronic Data Interchange Trading Partner Agreement

Module 14

Model Acts cont;

UNCITRAL Model Law on Electronic Commerce