[House Report 106-661]
[From the U.S. Government Publishing Office]
106th Congress Report
HOUSE OF REPRESENTATIVES
2d Session 106-661
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ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT
_______
June 8, 2000.--Ordered to be printed
_______
Mr. Bliley, from the committee of conference, submitted the following
CONFERENCE REPORT
[To accompany S. 761]
The committee of conference on the disagreeing votes of the
two Houses on the amendments of the House to the bill (S. 761),
to regulate interstate commerce by electronic means by
permitting and encouraging the continued expansion of
electronic commerce through the operation of free market
forces, and other purposes, having met, after full and free
conference, have agreed to recommend and do recommend to their
respective Houses as follows:
That the Senate recede from its disagreement to the
amendment of the House to the text of the bill and agree to the
same with an amendment as follows:
In lieu of the matter proposed to be inserted by the House
amendment, insert the following:
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Electronic Signatures in
Global and National Commerce Act''.
TITLE I--ELECTRONIC RECORDS AND SIGNATURES IN COMMERCE
SEC. 101. GENERAL RULE OF VALIDITY.
(a) In General.--Notwithstanding any statute, regulation,
or other rule of law (other than this title and title II), with
respect to any transaction in or affecting interstate or
foreign commerce--
(1) a signature, contract, or other record relating
to such transaction may not be denied legal effect,
validity, or enforceability solely because it is in
electronic form; and
(2) a contract relating to such transaction may not
be denied legal effect, validity, or enforceability
solely because an electronic signature or electronic
record was used in its formation.
(b) Preservation of Rights and Obligations.--This title
does not--
(1) limit, alter, or otherwise affect any
requirement imposed by a statute, regulation, or rule
of law relating to the rights and obligations of
persons under such statute, regulation, or rule of law
other than a requirement that contracts or other
records be written, signed, or in nonelectronic form;
or
(2) require any person to agree to use or accept
electronic records or electronic signatures, other than
a governmental agency with respect to a record other
than a contract to which it is a party.
(c) Consumer Disclosures.--
(1) Consent to electronic records.--Notwithstanding
subsection (a), if a statute, regulation, or other rule
of law requires that information relating to a
transaction or transactions in or affecting interstate
or foreign commerce be provided or made available to a
consumer in writing, the use of an electronic record to
provide or make available (whichever is required) such
information satisfies the requirement that such
information be in writing if--
(A) the consumer has affirmatively
consented to such use and has not withdrawn
such consent;
(B) the consumer, prior to consenting, is
provided with a clear and conspicuous
statement--
(i) informing the consumer of (I)
any right or option of the consumer to
have the record provided or made
available on paper or in nonelectronic
form, and (II) the right of the
consumer to withdraw the consent to
have the record provided or made
available in an electronic form and of
any conditions, consequences (which may
include termination of the parties'
relationship), or fees in the event of
such withdrawal;
(ii) informing the consumer of
whether the consent applies (I) only to
the particular transaction which gave
rise to the obligation to provide the
record, or (II) to identified
categories of records that may be
provided or made available during the
course of the parties' relationship;
(iii) describing the procedures the
consumer must use to withdraw consent
as provided in clause (i) and to update
information needed to contact the
consumer electronically; and
(iv) informing the consumer (I)
how, after the consent, the consumer
may, upon request, obtain a paper copy
of an electronic record, and (II)
whether any fee will be charged for
such copy;
(C) the consumer--
(i) prior to consenting, is
provided with a statement of the
hardware and software requirements for
access to and retention of the
electronic records; and
(ii) consents electronically, or
confirms his or her consent
electronically, in a manner that
reasonably demonstrates that the
consumer can access information in the
electronic form that will be used to
provide the information that is the
subject of the consent; and
(D) after the consent of a consumer in
accordance with subparagraph (A), if a change
in the hardware or software requirements needed
to access or retain electronic records creates
a material risk that the consumer will not be
able to access or retain a subsequent
electronic record that was the subject of the
consent, the person providing the electronic
record--
(i) provides the consumer with a
statement of (I) the revised hardware
and software requirements for access to
and retention of the electronic
records, and (II) the right to withdraw
consent without the imposition of any
fees for such withdrawal and without
the imposition of any condition or
consequence that was not disclosed
under subparagraph (B)(i); and
(ii) again complies with
subparagraph (C).
(2) Other rights.--
(A) Preservation of consumer protections.--
Nothing in this title affects the content or
timing of any disclosure or other record
required to be provided or made available to
any consumer under any statute, regulation, or
other rule of law.
(B) Verification or acknowledgement.--If a
law that was enacted prior to this Act
expressly requires a record to be provided or
made available by a specified method that
requires verification or acknowledgment of
receipt, the record may be provided or made
available electronically only if the method
used provides verification or acknowledgment of
receipt (whichever is required).
(3) Effect of failure to obtain electronic consent
or confirmation of consent.--The legal effectiveness,
validity, or enforceability of any contract executed by
a consumer shall not be denied solely because of the
failure to obtain electronic consent or confirmation of
consent by that consumer in accordance with paragraph
(1)(C)(ii).
(4) Prospective effect.--Withdrawal of consent by a
consumer shall not affect the legal effectiveness,
validity, or enforceability of electronic records
provided or made available to that consumer in
accordance with paragraph (1) prior to implementation
of the consumer's withdrawal of consent. A consumer's
withdrawal of consent shall be effective within a
reasonable period of time after receipt of the
withdrawal by the provider of the record. Failure to
comply with paragraph (1)(D) may, at the election of
the consumer, be treated as a withdrawal of consent for
purposes of this paragraph.
(5) Prior consent.--This subsection does not apply
to any records that are provided or made available to a
consumer whohas consented prior to the effective date
of this title to receive such records in electronic form as permitted
by any statute, regulation, or other rule of law.
(6) Oral communications.--An oral communication or
a recording of an oral communication shall not qualify
as an electronic record for purposes of this subsection
except as otherwise provided under applicable law.
(d) Retention of Contracts and Records.--
(1) Accuracy and accessibility.--If a statute,
regulation, or other rule of law requires that a
contract or other record relating to a transaction in
or affecting interstate or foreign commerce be
retained, that requirement is met by retaining an
electronic record of the information in the contract or
other record that--
(A) accurately reflects the information set
forth in the contract or other record; and
(B) remains accessible to all persons who
are entitled to access by statute, regulation,
or rule of law, for the period required by such
statute, regulation, or rule of law, in a form
that is capable of being accurately reproduced
for later reference, whether by transmission,
printing, or otherwise.
(2) Exception.--A requirement to retain a contract
or other record in accordance with paragraph (1) does
not apply to any information whose sole purpose is to
enable the contract or other record to be sent,
communicated, or received.
(3) Originals.--If a statute, regulation, or other
rule of law requires a contract or other record
relating to a transaction in or affecting interstate or
foreign commerce to be provided, available, or retained
in its original form, or provides consequences if the
contract or other record is not provided, available, or
retained in its original form, that statute,
regulation, or rule of law is satisfied by an
electronic record that complies with paragraph (1).
(4) Checks.--If a statute, regulation, or other
rule of law requires the retention of a check, that
requirement is satisfied by retention of an electronic
record of the information on the front and back of the
check in accordance with paragraph (1).
(e) Accuracy and Ability To Retain Contracts and Other
Records.--Notwithstanding subsection (a), if a statute,
regulation, or other rule of law requires that a contract or
other record relating to a transaction in or affecting
interstate or foreign commerce be in writing, the legal effect,
validity, or enforceability of an electronic record of such
contract or other record may be denied if such electronic
record is not in a form that is capable of being retained and
accurately reproduced for later reference by all parties or
persons who are entitled to retain the contract or other
record.
(f) Proximity.--Nothing in this title affects the proximity
required by any statute, regulation, or other rule of law with
respect to any warning, notice, disclosure, or other record
required to be posted, displayed, or publicly affixed.
(g) Notarization and Acknowledgment.--If a statute,
regulation, or other rule of law requires a signature or record
relating to a transaction in or affecting interstate or foreign
commerce to be notarized, acknowledged, verified, or made under
oath, that requirement is satisfied if the electronic signature
of the person authorized to perform those acts, together with
all other information required to be included by other
applicable statute, regulation, or rule of law, is attached to
or logically associated with the signature or record.
(h) Electronic Agents.--A contract or other record relating
to a transaction in or affecting interstate or foreign commerce
may not be denied legal effect, validity, or enforceability
solely because its formation, creation, or delivery involved
the action of one or more electronic agents so long as the
action of any such electronic agent is legally attributable to
the person to be bound.
(i) Insurance.--It is the specific intent of the Congress
that this title and title II apply to the business of
insurance.
(j) Insurance Agents and Brokers.--An insurance agent or
broker acting under the direction of a party that enters into a
contract by means of an electronic record or electronic
signature may not be held liable for any deficiency in the
electronic procedures agreed to by the parties under that
contract if--
(1) the agent or broker has not engaged in
negligent, reckless, or intentional tortious conduct;
(2) the agent or broker was not involved in the
development or establishment of such electronic
procedures; and
(3) the agent or broker did not deviate from such
procedures.
SEC. 102. EXEMPTION TO PREEMPTION.
(a) In General.--A State statute, regulation, or other rule
of law may modify, limit, or supersede the provisions of
section 101 with respect to State law only if such statute,
regulation, or rule of law--
(1) constitutes an enactment or adoption of the
Uniform Electronic Transactions Act as approved and
recommended for enactment in all the States by the
National Conference of Commissioners on Uniform State
Laws in 1999, except that any exception to the scope of
such Act enacted by a State under section 3(b)(4) of
such Act shall be preempted to the extent such
exception is inconsistent with this title or title II,
or would not be permitted under paragraph (2)(A)(ii) of
this subsection; or
(2)(A) specifies the alternative procedures or
requirements for the use or acceptance (or both) of
electronic records or electronic signatures to
establish the legal effect, validity, or enforceability
of contracts or other records, if--
(i) such alternative procedures or
requirements are consistent with this title and
title II; and
(ii) such alternative procedures or
requirements do not require, or accord greater
legal status or effect to, the implementation
or application of a specific technology or
technical specification for performing the
functions of creating, storing, generating,
receiving, communicating, or authenticating
electronic records or electronic signatures;
and
(B) if enacted or adopted after the date of the
enactment of this Act, makes specific reference to this
Act.
(b) Exceptions for Actions by States as Market
Participants.--Subsection (a)(2)(A)(ii) shall not apply to the
statutes, regulations, or other rules of law governing
procurement by any State, or any agency or instrumentality
thereof.
(c) Prevention of Circumvention.--Subsection (a) does not
permit a State to circumvent this title or title II through the
imposition of nonelectronic delivery methods under section
8(b)(2) of the Uniform Electronic Transactions Act.
SEC. 103. SPECIFIC EXCEPTIONS.
(a) Excepted Requirements.--The provisions of section 101
shall not apply to a contract or other record to the extent it
is governed by--
(1) a statute, regulation, or other rule of law
governing the creation and execution of wills,
codicils, or testamentary trusts;
(2) a State statute, regulation, or other rule of
law governing adoption, divorce, or other matters of
family law; or
(3) the Uniform Commercial Code, as in effect in
any State, other than sections 1-107 and 1-206 and
Articles 2 and 2A.
(b) Additional Exceptions.--The provisions of section 101
shall not apply to--
(1) court orders or notices, or official court
documents (including briefs, pleadings, and other
writings) required to be executed in connection with
court proceedings;
(2) any notice of--
(A) the cancellation or termination of
utility services (including water, heat, and
power);
(B) default, acceleration, repossession,
foreclosure, or eviction, or the right to cure,
under a credit agreement secured by, or a
rental agreement for, a primary residence of an
individual;
(C) the cancellation or termination of
health insurance or benefits or life insurance
benefits (excluding annuities); or
(D) recall of a product, or material
failure of a product, that risks endangering
health or safety; or
(3) any document required to accompany any
transportation or handling of hazardous materials,
pesticides, or other toxic or dangerous materials.
(c) Review of Exceptions.--
(1) Evaluation required.--The Secretary of
Commerce, acting through the Assistant Secretary for
Communications and Information, shall review the
operation of the exceptions in subsections (a) and (b)
to evaluate, over a period of 3 years, whether such
exceptions continue to be necessary for the protection
of consumers. Within 3 years after the date of
enactment of this Act, the Assistant Secretary shall
submit a report to the Congress on the results of such
evaluation.
(2) Determinations.--If a Federal regulatory
agency, with respect to matter within its jurisdiction,
determines after notice and an opportunity for public
comment, and publishes a finding, that one or more such
exceptions are no longer necessary for the protection
of consumers and eliminating such exceptions will not
increase the material risk of harm to consumers, such
agency may extend the application of section 101 to the
exceptions identified in such finding.
SEC. 104. APPLICABILITY TO FEDERAL AND STATE GOVERNMENTS.
(a) Filing and Access Requirements.--Subject to subsection
(c)(2), nothing in this title limits or supersedes any
requirement by a Federal regulatory agency, self-regulatory
organization, or State regulatory agency that records be filed
with such agency or organization in accordance with specified
standards or formats.
(b) Preservation of Existing Rulemaking Authority.--
(1) Use of authority to interpret.--Subject to
paragraph (2) and subsection (c), a Federal regulatory
agency or State regulatory agency that is responsible
for rulemaking under any other statute may interpret
section 101 with respect to such statute through--
(A) the issuance of regulations pursuant to
a statute; or
(B) to the extent such agency is authorized
by statute to issue orders or guidance, the
issuance of orders or guidance of general
applicability that are publicly available and
published (in the Federal Register in the case
of an order or guidance issued by a Federal
regulatory agency).
This paragraph does not grant any Federal regulatory
agency or State regulatory agency authority to issue
regulations, orders, or guidance pursuant to any
statute that does not authorize such issuance.
(2) Limitations on interpretation authority.--
Notwithstanding paragraph (1), a Federal regulatory
agency shall not adopt any regulation, order, or
guidance described in paragraph (1), and a State
regulatory agency is preempted by section 101 from
adopting any regulation, order, or guidance described
in paragraph (1), unless--
(A) such regulation, order, or guidance is
consistent with section 101;
(B) such regulation, order, or guidance
does not add to the requirements of such
section; and
(C) such agency finds, in connection with
the issuance of such regulation, order, or
guidance, that--
(i) there is a substantial
justification for the regulation,
order, or guidance;
(ii) the methods selected to carry
out that purpose--
(I) are substantially
equivalent to the requirements
imposed on records that are not
electronic records; and
(II) will not impose
unreasonable costs on the
acceptance and use of
electronic records; and
(iii) the methods selected to carry
out that purpose do not require, or
accord greater legal status or effect
to, the implementation or application
of a specific technology or technical
specification for performing the
functions of creating, storing,
generating, receiving, communicating,
or authenticating electronic records or
electronic signatures.
(3) Performance standards.--
(A) Accuracy, record integrity,
accessibility.--Notwithstanding paragraph
(2)(C)(iii), a Federal regulatory agency or
State regulatory agency may interpret section
101(d) to specify performance standards to
assure accuracy, record integrity, and
accessibility of records that are required to
be retained. Such performance standards may be
specified in a manner that imposes a
requirement in violation of paragraph
(2)(C)(iii) if the requirement (i) serves an
important governmental objective; and (ii) is
substantially related to the achievement of
that objective. Nothing in this paragraph shall
be construed to grant any Federal regulatory
agency or State regulatory agency authority to
require use of a particular type of software or
hardware in order to comply with section
101(d).
(B) Paper or printed form.--Notwithstanding
subsection (c)(1), a Federal regulatory agency
or State regulatory agency may interpret
section 101(d) to require retention of a record
in a tangible printed or paper form if--
(i) there is a compelling
governmental interest relating to law
enforcement or national security for
imposing such requirement; and
(ii) imposing such requirement is
essential to attaining such interest.
(4) Exceptions for actions by government as market
participant.--Paragraph (2)(C)(iii) shall not apply to
the statutes, regulations, or other rules of law
governing procurement by the Federal or any State
government, or any agency or instrumentality thereof.
(c) Additional Limitations.--
(1) Reimposing paper prohibited.--Nothing in
subsection (b) (other than paragraph (3)(B) thereof)
shall be construed to grant any Federal regulatory
agency or State regulatory agency authority to impose
or reimpose any requirement that a record be in a
tangible printed or paper form.
(2) Continuing obligation under government
paperwork elimination act.--Nothing in subsection (a)
or (b) relieves any Federal regulatory agency of its
obligations under the Government Paperwork Elimination
Act (title XVII of Public Law 105-277).
(d) Authority To Exempt From Consent Provision.--
(1) In general.--A Federal regulatory agency may,
with respect to matter within its jurisdiction, by
regulation or order issued after notice and an
opportunity for public comment, exempt without
condition a specified category or type of record from
the requirements relating to consent in section 101(c)
if such exemption is necessary to eliminate a
substantial burden on electronic commerce and will not
increase the material risk of harm to consumers.
(2) Prospectuses.--Within 30 days after the date of
enactment of this Act, the Securities and Exchange
Commission shall issue a regulation or order pursuant
to paragraph (1) exempting from section 101(c) any
records that are required to be provided in order to
allow advertising, sales literature, or other
information concerning a security issued by an
investment company that is registered under the
Investment Company Act of 1940, or concerning the
issuer thereof, to be excluded from the definition of a
prospectus under section 2(a)(10)(A) of the Securities
Act of 1933.
(e) Electronic Letters of Agency.--The Federal
Communications Commission shall not hold any contract for
telecommunications service or letter of agency for a preferred
carrier change, that otherwise complies with the Commission's
rules, to be legally ineffective, invalid, or unenforceable
solely because an electronic record or electronic signature was
used in its formation or authorization.
SEC. 105. STUDIES.
(a) Delivery.--Within 12 months after the date of the
enactment of this Act, the Secretary of Commerce shall conduct
an inquiry regarding the effectiveness of the delivery of
electronic records to consumers using electronic mail as
compared with delivery of written records via the United States
Postal Service and private express mail services. The Secretary
shall submit a report to the Congress regarding the results of
such inquiry by the conclusion of such 12-month period.
(b) Study of Electronic Consent.--Within 12 months after
the date of the enactment of this Act, the Secretary of
Commerce and the Federal Trade Commission shall submit a report
to the Congress evaluating any benefits provided to consumers
by the procedure required by section 101(c)(1)(C)(ii); any
burdens imposed on electronic commerce by that provision;
whether the benefits outweigh the burdens; whether the absence
of the procedure required by section 101(c)(1)(C)(ii) would
increase the incidence of fraud directed against consumers; and
suggesting any revisions to the provision deemed appropriate by
the Secretary and the Commission. In conducting this
evaluation, the Secretary and the Commission shall solicit
comment from the general public, consumer representatives, and
electronic commerce businesses.
SEC. 106. DEFINITIONS.
For purposes of this title:
(1) Consumer.--The term ``consumer'' means an
individual who obtains, through a transaction, products
or services which are used primarily for personal,
family, or household purposes, and also means the legal
representative of such an individual.
(2) Electronic.--The term ``electronic'' means
relating to technology having electrical, digital,
magnetic, wireless, optical, electromagnetic, or
similar capabilities.
(3) Electronic agent.--The term ``electronic
agent'' means a computer program or an electronic or
other automated means used independently to initiate an
action or respond to electronic records or performances
in whole or in part without review or action by an
individual at the time of the action or response.
(4) Electronic record.--The term ``electronic
record'' means a contract or other record created,
generated, sent, communicated, received, or stored by
electronic means.
(5) Electronic signature.--The term ``electronic
signature'' means an electronic sound, symbol, or
process, attached to or logically associated with a
contract or other record and executed or adopted by a
person with the intent to sign the record.
(6) Federal regulatory agency.--The term ``Federal
regulatory agency'' means an agency, as that term is
defined in section 552(f) of title 5, United States
Code.
(7) Information.--The term ``information'' means
data, text, images, sounds, codes, computer programs,
software, databases, or the like.
(8) Person.--The term ``person'' means an
individual, corporation, business trust, estate, trust,
partnership, limited liability company, association,
joint venture, governmental agency, public corporation,
or any other legal or commercial entity.
(9) Record.--The term ``record'' means information
that is inscribed on a tangible medium or that is
stored in an electronic or other medium and is
retrievable in perceivable form.
(10) Requirement.--The term ``requirement''
includes a prohibition.
(11) Self-regulatory organization.--The term
``self-regulatory organization'' means an organization
or entity that is not a Federal regulatory agency or a
State, but that is under the supervision of a Federal
regulatory agency and is authorized under Federal law
to adopt and administer rules applicable to its members
that are enforced by such organization or entity, by a
Federal regulatory agency, or by another self-
regulatory organization.
(12) State.--The term ``State'' includes the
District of Columbia and the territories and
possessions of the United States.
(13) Transaction.--The term ``transaction'' means
an action or set of actions relating to the conduct of
business, consumer, or commercial affairs between two
or more persons, including any of the following types
of conduct:
(A) the sale, lease, exchange, licensing,
or other disposition of (i) personal property,
including goods and intangibles, (ii) services,
and (iii) any combination thereof; and
(B) the sale, lease, exchange, or other
disposition of any interest in real property,
or any combination thereof.
SEC. 107. EFFECTIVE DATE.
(a) In General.--Except as provided in subsection (b), this
title shall be effective on October 1, 2000.
(b) Exceptions.--
(1) Record Retention.--
(A) In general.--Subject to subparagraph
(B), this title shall be effective on March 1,
2001, with respect to a requirement that a
record be retained imposed by--
(i) a Federal statute, regulation,
or other rule of law, or
(ii) a State statute, regulation,
or other rule of law administered or
promulgated by a State regulatory
agency.
(B) Delayed effect for pending
rulemakings.--If on March 1, 2001, a Federal
regulatory agency or State regulatory agency
has announced, proposed, or initiated, but not
completed, a rulemaking proceeding to prescribe
a regulation under section 104(b)(3) with
respect to a requirement described in
subparagraph (A), this title shall be effective
on June 1, 2001, with respect to such
requirement.
(2) Certain guaranteed and insured loans.--With
regard to any transaction involving a loan guarantee or
loan guarantee commitment (as those terms are defined
in section 502 of the Federal Credit Reform Act of
1990), or involving a program listed in the Federal
Credit Supplement, Budget of the United States, FY
2001, this title applies only to such transactions
entered into, and to any loan or mortgage made,
insured, or guaranteed by the United States Government
thereunder, on and after one year after the date of
enactment of this Act.
(3) Student loans.--With respect to any records
that are provided or made available to a consumer
pursuant to an application for a loan, or a loan made,
pursuant to title IV of the Higher Education Act of
1965, section 101(c) of this Act shall not apply until
the earlier of--
(A) such time as the Secretary of Education
publishes revised promissory notes under
section 432(m) of the Higher Education Act of
1965; or
(B) one year after the date of enactment of
this Act.
TITLE II--TRANSFERABLE RECORDS
SEC. 201. TRANSFERABLE RECORDS.
(a) Definitions.--For purposes of this section:
(1) Transferable record.--The term ``transferable
record'' means an electronic record that--
(A) would be a note under Article 3 of the
Uniform Commercial Code if the electronic
record were in writing;
(B) the issuer of the electronic record
expressly has agreed is a transferable record;
and
(C) relates to a loan secured by real
property.
A transferable record may be executed using an
electronic signature.
(2) Other definitions.--The terms ``electronic
record'', ``electronic signature'', and ``person'' have
the same meanings provided in section 106 of this Act.
(b) Control.--A person has control of a transferable record
if a system employed for evidencing the transfer of interests
in the transferable record reliably establishes that person as
the person to which the transferable record was issued or
transferred.
(c) Conditions.--A system satisfies subsection (b), and a
person is deemed to have control of a transferable record, if
the transferable record is created, stored, and assigned in
such a manner that--
(1) a single authoritative copy of the transferable
record exists which is unique, identifiable, and,
except as otherwise provided in paragraphs (4), (5),
and (6), unalterable;
(2) the authoritative copy identifies the person
asserting control as--
(A) the person to which the transferable
record was issued; or
(B) if the authoritative copy indicates
that the transferable record has been
transferred, the person to which the
transferable record was most recently
transferred;
(3) the authoritative copy is communicated to and
maintained by the person asserting control or its
designated custodian;
(4) copies or revisions that add or change an
identified assignee of the authoritative copy can be
made only with the consent of the person asserting
control;
(5) each copy of the authoritative copy and any
copy of a copy is readily identifiable as a copy that
is not the authoritative copy; and
(6) any revision of the authoritative copy is
readily identifiable as authorized or unauthorized.
(d) Status as Holder.--Except as otherwise agreed, a person
having control of a transferable record is the holder, as
defined in section 1-201(20) of the Uniform Commercial Code, of
the transferable record and has the same rights and defenses as
a holder of an equivalent record or writing under the Uniform
Commercial Code, including, if the applicable statutory
requirements under section 3-302(a), 9-308, or revised section
9-330 of the Uniform Commercial Code are satisfied, the rights
and defenses of a holder in due course or a purchaser,
respectively. Delivery, possession, and endorsement are not
required to obtain or exercise any of the rights under this
subsection.
(e) Obligor Rights.--Except as otherwise agreed, an obligor
under a transferable record has the same rights and defenses as
an equivalent obligor under equivalent records or writings
under the Uniform Commercial Code.
(f) Proof of Control.--If requested by a person against
which enforcement is sought, the person seeking to enforce the
transferable record shall provide reasonable proof that the
person is in control of the transferable record. Proof may
include access to the authoritative copy of the transferable
record and related business records sufficient to review the
terms of the transferable record and to establish the identity
of the person having control of the transferable record.
(g) UCC References.--For purposes of this subsection, all
references to the Uniform Commercial Code are to the Uniform
Commercial Code as in effect in the jurisdiction the law of
which governs the transferable record.
SEC. 202. EFFECTIVE DATE.
This title shall be effective 90 days after the date of
enactment of this Act.
TITLE III--PROMOTION OF INTERNATIONAL ELECTRONIC COMMERCE
SEC. 301. PRINCIPLES GOVERNING THE USE OF ELECTRONIC SIGNATURES IN
INTERNATIONAL TRANSACTIONS.
(a) Promotion of Electronic Signatures.--
(1) Required actions.--The Secretary of Commerce
shall promote the acceptance and use, on an
international basis, of electronic signatures in
accordance with the principles specified in paragraph
(2) and in a manner consistent with section 101 of this
Act. The Secretary of Commerce shall take all
actions necessary in a manner consistent with such principles
to eliminate or reduce, to the maximum extent possible, the
impediments to commerce in electronic signatures, for the
purpose of facilitating the development of interstate and
foreign commerce.
(2) Principles.--The principles specified in this
paragraph are the following:
(A) Remove paper-based obstacles to
electronic transactions by adopting relevant
principles from the Model Law on Electronic
Commerce adopted in 1996 by the United Nations
Commission on International Trade Law.
(B) Permit parties to a transaction to
determine the appropriate authentication
technologies and implementation models for
their transactions, with assurance that those
technologies and implementation models will be
recognized and enforced.
(C) Permit parties to a transaction to have
the opportunity to prove in court or other
proceedings that their authentication
approaches and their transactions are valid.
(D) Take a nondiscriminatory approach to
electronic signatures and authentication
methods from other jurisdictions.
(b) Consultation.--In conducting the activities required by
this section, the Secretary shall consult with users and
providers of electronic signature products and services and
other interested persons.
(c) Definitions.--As used in this section, the terms
``electronic record'' and ``electronic signature'' have the
same meanings provided in section 106 of this Act.
TITLE IV--COMMISSION ON ONLINE CHILD PROTECTION
SECTION 401. AUTHORITY TO ACCEPT GIFTS.
Section 1405 of the Child Online Protection Act (47 U.S.C.
231 note) is amended by inserting after subsection (g) the
following new subsection:
``(h) Gifts, Bequests, and Devises.--The Commission may
accept, use, and dispose of gifts, bequests, or devises of
services or property, both real (including the use of office
space) and personal, for the purpose of aiding or facilitating
the work of the Commission. Gifts or grants not used at the
termination of the Commission shall be returned to the donor or
grantee.''.
And the House agree to the same.
That the Senate recede from its disagreement to the
amendment of the House to the title of the bill and agree to
the same.
Tom Bliley,
Billy Tauzin,
Michael G. Oxley,
John D. Dingell,
Edward J. Markey,
Managers on the Part of the House.
From the Committee on Commerce, Science, and
Transportation:
John McCain,
Conrad Burns,
Ted Stevens,
Slade Gorton,
Spencer Abraham,
Ernest F. Hollings,
Daniel K. Inouye,
Jay Rockefeller,
John F. Kerry,
Ron Wyden,
From the Committee on Banking, Housing, and
Urban Affairs, for items within their
jurisdiction:
Paul S. Sarbanes,
From the Committee on the Judiciary, for items
within their jurisdiction:
Orrin Hatch,
Patrick Leahy,
Managers on the Part of the Senate.
JOINT EXPLANATORY STATEMENT OF THE COMMITTEE OF CONFERENCE
The managers on the part of the House and Senate at the
conference on the disagreeing votes of the two Houses on the
amendments of the House to the bill (S. 761) to regulate
interstate commerce by electronic means by permitting and
encouraging the continued expansion of electronic commerce
through the operation of free market forces, and for other
purposes, submit the following joint statement to the House and
the Senate in explanation of the effect of the action agreed
upon by the managers and recommended in the accompanying
conference report:
The House amendment to the text of the bill struck all of
the Senate bill after the enacting clause, and inserted a
substitute text.
The Senate recedes from its disagreement to the amendment
of the House with an amendment that is a substitute for the
Senate bill and House amendment.
The managers on the part of the House and Senate met on
May 18, 2000, and reconciled the differences between the two
bills.
Tom Bliley,
Billy Tauzin,
Michael G. Oxley,
John D. Dingell,
Edward J. Markey,
Managers on the Part of the House.
From the Committee on Commerce, Science, and
Transportation:
John McCain,
Conrad Burns,
Ted Stevens,
Slade Gorton,
Spencer Abraham,
Ernest F. Hollings,
Daniel K. Inouye,
Jay Rockefeller,
John F. Kerry,
Ron Wyden,
From the Committee on Banking, Housing, and
Urban Affairs, for items within their
jurisdiction:
Paul S. Sarbanes,
From the Committee on the Judiciary, for items
within their jurisdiction:
Orrin Hatch,
Patrick Leahy,
Managers on the Part of the Senate.