Industry Comment: The Necessary Demise Of UCITA

Oh say can UCITA? Industry observer Robert Rubin floodlights pending state legislation that may severely impact your rights when buying software.
The battle over UCITA, the Uniform Computer Information Transaction Act, is at a critical juncture where information-technology professionals can help defeat this one-sided abomination. If you have any input into the buying of software for your company, you have a stake in making sure that the act in its present form is rejected by your state legislature.

UCITA, if adopted even by a handful of states, will likely govern your purchases of corporate computer programs unless you are able to negotiate specific exclusions to its terms and conditions. If you are not familiar with its provisions, you may be in for a sickening shock when you try to get a vendor to resolve a software problem.

UCITA has been kicking around for years. It was first proposed as a revision to the Federal Uniform Commerce Code. Back then it was known as UCC-2b. Congress wisely put it aside as being too one-sided. Its backers, though, decided to take another path and started a state-by-state campaign to get it adopted. Because a vendor contract specifies in which state a dispute will be adjudicated, the strategy was a clever one. So far both Virginia and Maryland have passed the act in essentially the form presented.

The proposed law started out based on the premise that contractual law for buying and selling traditional wares is not explicit enough when it comes to dealing with computer software. As many of us can attest, there is a lot of truth in that supposition. It was also apparent that having a common set of laws for these transactions would save a lot of time (and hence money) by reducing the need to negotiate terms and conditions with every vendor with whom we dealt.

It's easy to see why so many of us in charge of IT for large companies supported the rationale for the birth of UCC-2b (which later morphed into UCITA). However, somewhere along the way the process was hijacked and became instead a tool for vendor relief from all of those pesky things that users would like--such as having recourse against code that doesn't work as advertised.

Big software companies such as Microsoft jumped on the bandwagon for a revision of the Federal Uniform Commerce Code that was very much to its own benefit. To be fair, not all suppliers went along with this attempt. For example, Sun Microsystems never signed on to the adoption of UCC-2b as drafted. Perhaps Sun was more concerned about its customers than Microsoft, or perhaps Scott McNealy simply opposes, on principle, anything that Bill Gates favors.

There are two provisions in UCITA carried over from UCC-2b that are enough to earn your unalterable opposition to the law when it comes up for review in your state. These are: