2006 Code of Virginia § 59.1-508.2 - Cancellation

59.1-508.2. Cancellation.

(a) An aggrieved party may cancel a contract if there is a material breachthat has not been cured or waived or the agreement allows cancellation forthe breach.

(b) Cancellation is not effective until the canceling party gives notice ofcancellation to the party in breach, unless a delay required to notify theparty would cause or threaten material harm or loss to the aggrieved party.The notification may be in any form reasonable under the circumstances.However, in an access contract, a party may cancel rights of access withoutnotice.

(c) On cancellation, the following rules apply:

(1) If a party is in possession or control of licensed information,documentation, materials, or copies of licensed information, the followingrules apply:

(A) A party that has rightfully refused a copy shall comply with 59.1-507.6(b) as to the refused copy.

(B) A party in breach of contract which would be subject to an obligation todeliver under 59.1-506.18, shall deliver all information, documentation,materials, and copies to the other party or hold them with reasonable carefor a reasonable time for disposal at that party's instructions. The party inbreach of contract shall follow any reasonable instructions received from theother party.

(C) Except as otherwise provided in subparagraphs (A) and (B), the partyshall comply with 59.1-506.18.

(2) All obligations that are executory on both sides at the time ofcancellation are discharged, but the following survive:

(A) any right based on previous breach or performance; and

(B) the rights, duties, and remedies described in 59.1-506.16 (b).

(3) Cancellation of a license by the licensor ends any contractual right ofthe licensee to use the information, informational rights, copies, or othermaterials.

(4) Cancellation of a license by the licensee ends any contractual right touse the information, informational rights, copies, or other materials, butthe licensee may use the information for a limited time after the license hasbeen canceled if the use:

(A) is within contractual use terms;

(B) is not for distribution and is solely part of measures reasonable underthe circumstances to avoid or reduce loss; and

(C) is not contrary to instructions received from the party in breachconcerning disposition of them.

(5) The licensee shall pay the licensor the reasonable value of any use aftercancellation permitted under paragraph (4).

(6) The obligations under this subsection apply to all information,informational rights, documentation, materials, and copies received by theparty and any copies made therefrom.

(d) A term providing that a contract may not be canceled precludescancellation but does not limit other remedies.

(e) Unless a contrary intention clearly appears, an expression such as"cancellation," "rescission," or the like may not be construed as arenunciation or discharge of a claim in damages for an antecedent breach.

(2000, cc. 101, 996.)