{"id":"uncitral-automated-contracting-2024","title":"UNCITRAL Model Law on Automated Contracting","edition":"2024, with Guide to Enactment","publisher":"UNCITRAL","kind":"model-law","sourceUrl":"https://uncitral.un.org/sites/uncitral.un.org/files/2424674e-mlautomatedcontracting-rev1-ebook.pdf","landingUrl":"https://uncitral.un.org/en/mlac","scope":"A legislative model addressing automated contracting, including recognition and attribution of automated outputs. It supplements contract law; it is not automatically enacted law or a complete contract code.","expectedArticles":10,"language":"en","retrievedAt":"2026-09-07","sourceSha256":"d04c687c7ed09cbafcde5767511151a3221962b3de073d0c95021632cba6199b","textSha256":"28fc16ab8c0bb36430aa59899e5dcd37777b8f2088952419d0efca688e499b8c","articleCount":10,"status":"external-reference","rights":"Official legal text published by UNCITRAL; publisher terms apply. Peregrini's CC BY licence does not relicense this source.","extraction":"pdftotext -layout; operative pages only; page furniture removed; soft hyphens removed; printed article labels retained. Verify typography and footnotes against the linked publisher PDF.","sections":[{"id":"model-law","firstPdfPage":13,"lastPdfPage":16,"articleCount":10}],"pages":[{"pdfPage":13,"section":"model-law","text":"Part One\n\n                 UNCITRAL Model Law on\n                  Automated Contracting\n                          Article 1.        Definitions\n\n1.   For the purposes of this Law:\n\n   (a) “Automated system” means a computer system that is capable of carrying\nout actions without the necessary review or intervention of a natural person;\n   (b) “Data message” means information generated, sent, received or stored by\nelectronic, magnetic, optical or similar means.\n2. An automated system may be programmed to operate in a deterministic or\nnon-deterministic manner.\n\n\n                    Article 2.       Scope of application\n\n1. This Law applies to the use of automated systems to form or to perform con-\ntracts, including by:\n\n   (a) Generating or otherwise processing data messages that constitute an action\nin connection with the formation of contracts, such as an offer or acceptance of an\noffer;\n   (b) Generating or otherwise processing data messages that constitute an action\nin connection with the performance of a contract, such as its modification or\ntermination.\n2. Nothing in this Law affects the application of any rule of law that may govern\nthe design, commissioning, operation or use of automated systems."},{"pdfPage":14,"section":"model-law","text":"Article 3.           Interpretation\n\n1. In the interpretation of this Law, regard is to be had to its international origin\nand to the need to promote uniformity in its application and the observance of\ngood faith.\n\n2. Questions concerning matters governed by this Law which are not expressly\nsettled in it are to be settled in conformity with the general principles on which\nthis Law is based.\n\n\n                         Article 4.           Technology neutrality\n\nNothing in this Law requires the use of an automated system or a particular method\nin automated systems to form or perform contracts.\n\n\n         Article 5.       Legal recognition of automated contracting\n\n1. A contract formed using an automated system shall not be denied validity or\nenforceability on the sole ground that no natural person reviewed or intervened\nin any action carried out in connection with the formation of the contract.\n\n[2. A contract performed using an automated system shall not be denied validity\nor enforceability on the sole ground that no natural person reviewed or intervened\nin any action carried out in connection with the performance of the contract.]1\n\n3. An action carried out by an automated system in connection with the forma-\ntion or performance of a contract shall not be denied legal effect, validity or\nenforceability on the sole ground that no natural person reviewed or intervened\nin the action.\n\n\n         Article 6. Legal recognition of contracts in computer\n          code and use of dynamic information in automated\n                              contracting\n\n1. A contract shall not be denied validity or enforceability on the sole ground\nthat the terms of the contract are contained in data messages in the form of com-\nputer code.\n\n\n    States that wish to extend the scope of article 5 to cover contracts that are performed using an automated\n\nsystem may wish to enact this provision."},{"pdfPage":15,"section":"model-law","text":"2. A contract shall not be denied validity or enforceability on the sole ground\nthat the terms of the contract incorporate information from a data source that\nprovides information that changes periodically or continuously.\n\n3. An action in connection with the formation of a contract shall not be denied\nlegal effect, validity or enforceability on the sole ground that the action involves\nprocessing data messages containing information from a source that provides infor-\nmation that changes periodically or continuously.\n\n\n         Article 7.       Attribution of actions carried out by\n                             automated systems\n\n1. As between the parties to a contract, an action carried out by an automated\nsystem is attributed in accordance with a procedure agreed to by the parties.\n\n2. If paragraph 1 does not apply, an action carried out by an automated system\nis attributed to the person who uses the system for that purpose.\n\n3. Attribution of an action carried out by an automated system shall not be\ndenied on the sole ground that the outcome was unexpected.\n\n4. Nothing in this article affects the application of any rule of law that may govern\nthe legal consequences of attributing an action carried out by an automated system\nto a person.\n\n\n          [Article 8.       Unexpected actions carried out by\n                             automated systems\n\n1. Unless otherwise agreed by the parties, where an action carried out by an\nautomated system is attributed to a party to a contract, the other party to the\ncontract is not entitled to rely on that action if, in the light of all the\ncircumstances:\n\n   (a) The party to which the action is attributed could not reasonably have\nexpected the action; and\n   (b) The other party knew or could reasonably be expected to have known that\nthe party to which the action is attributed did not expect the action."},{"pdfPage":16,"section":"model-law","text":"2. Nothing in this article affects the application of any rule of law or agreement\nof the parties that may govern the legal consequences of an action carried out by\nan automated system.]2\n\n\n                      Article 9.           Information requirements\n\nNothing in this Law affects the application of any rule of law that may require a\nperson to disclose information on the design, operation or use of an automated\nsystem, or provides legal consequences for failing to do so or for disclosing inac-\ncurate, incomplete or false information.\n\n\n                               Article 10.            Non-avoidance\n\nUnless otherwise provided by law, a party shall not be relieved from the legal\nconsequences of its failure to comply with a rule of law on the sole ground that it\nused an automated system.\n\n\n\n\n    This provision is included for States wishing to enact one or more specific provisions addressing unexpected\n\nactions carried out by automated systems."}],"articles":[{"id":"model-law-1","number":"1","section":"model-law","label":"Article 1","pdfPage":13,"endPdfPage":13,"text":"Article 1.        Definitions\n\n1.   For the purposes of this Law:\n\n   (a) “Automated system” means a computer system that is capable of carrying\nout actions without the necessary review or intervention of a natural person;\n   (b) “Data message” means information generated, sent, received or stored by\nelectronic, magnetic, optical or similar means.\n2. An automated system may be programmed to operate in a deterministic or\nnon-deterministic manner."},{"id":"model-law-2","number":"2","section":"model-law","label":"Article 2","pdfPage":13,"endPdfPage":13,"text":"Article 2.       Scope of application\n\n1. This Law applies to the use of automated systems to form or to perform con-\ntracts, including by:\n\n   (a) Generating or otherwise processing data messages that constitute an action\nin connection with the formation of contracts, such as an offer or acceptance of an\noffer;\n   (b) Generating or otherwise processing data messages that constitute an action\nin connection with the performance of a contract, such as its modification or\ntermination.\n2. Nothing in this Law affects the application of any rule of law that may govern\nthe design, commissioning, operation or use of automated systems."},{"id":"model-law-3","number":"3","section":"model-law","label":"Article 3","pdfPage":14,"endPdfPage":14,"text":"Article 3.           Interpretation\n\n1. In the interpretation of this Law, regard is to be had to its international origin\nand to the need to promote uniformity in its application and the observance of\ngood faith.\n\n2. Questions concerning matters governed by this Law which are not expressly\nsettled in it are to be settled in conformity with the general principles on which\nthis Law is based."},{"id":"model-law-4","number":"4","section":"model-law","label":"Article 4","pdfPage":14,"endPdfPage":14,"text":"Article 4.           Technology neutrality\n\nNothing in this Law requires the use of an automated system or a particular method\nin automated systems to form or perform contracts."},{"id":"model-law-5","number":"5","section":"model-law","label":"Article 5","pdfPage":14,"endPdfPage":14,"text":"Article 5.       Legal recognition of automated contracting\n\n1. A contract formed using an automated system shall not be denied validity or\nenforceability on the sole ground that no natural person reviewed or intervened\nin any action carried out in connection with the formation of the contract.\n\n[2. A contract performed using an automated system shall not be denied validity\nor enforceability on the sole ground that no natural person reviewed or intervened\nin any action carried out in connection with the performance of the contract.]1\n\n3. An action carried out by an automated system in connection with the forma-\ntion or performance of a contract shall not be denied legal effect, validity or\nenforceability on the sole ground that no natural person reviewed or intervened\nin the action."},{"id":"model-law-6","number":"6","section":"model-law","label":"Article 6","pdfPage":14,"endPdfPage":15,"text":"Article 6. Legal recognition of contracts in computer\n          code and use of dynamic information in automated\n                              contracting\n\n1. A contract shall not be denied validity or enforceability on the sole ground\nthat the terms of the contract are contained in data messages in the form of com-\nputer code.\n\n\n    States that wish to extend the scope of article 5 to cover contracts that are performed using an automated\n\nsystem may wish to enact this provision.\n\n2. A contract shall not be denied validity or enforceability on the sole ground\nthat the terms of the contract incorporate information from a data source that\nprovides information that changes periodically or continuously.\n\n3. An action in connection with the formation of a contract shall not be denied\nlegal effect, validity or enforceability on the sole ground that the action involves\nprocessing data messages containing information from a source that provides infor-\nmation that changes periodically or continuously."},{"id":"model-law-7","number":"7","section":"model-law","label":"Article 7","pdfPage":15,"endPdfPage":15,"text":"Article 7.       Attribution of actions carried out by\n                             automated systems\n\n1. As between the parties to a contract, an action carried out by an automated\nsystem is attributed in accordance with a procedure agreed to by the parties.\n\n2. If paragraph 1 does not apply, an action carried out by an automated system\nis attributed to the person who uses the system for that purpose.\n\n3. Attribution of an action carried out by an automated system shall not be\ndenied on the sole ground that the outcome was unexpected.\n\n4. Nothing in this article affects the application of any rule of law that may govern\nthe legal consequences of attributing an action carried out by an automated system\nto a person."},{"id":"model-law-8","number":"8","section":"model-law","label":"Article 8","pdfPage":15,"endPdfPage":16,"text":"[Article 8.       Unexpected actions carried out by\n                             automated systems\n\n1. Unless otherwise agreed by the parties, where an action carried out by an\nautomated system is attributed to a party to a contract, the other party to the\ncontract is not entitled to rely on that action if, in the light of all the\ncircumstances:\n\n   (a) The party to which the action is attributed could not reasonably have\nexpected the action; and\n   (b) The other party knew or could reasonably be expected to have known that\nthe party to which the action is attributed did not expect the action.\n\n2. Nothing in this article affects the application of any rule of law or agreement\nof the parties that may govern the legal consequences of an action carried out by\nan automated system.]2"},{"id":"model-law-9","number":"9","section":"model-law","label":"Article 9","pdfPage":16,"endPdfPage":16,"text":"Article 9.           Information requirements\n\nNothing in this Law affects the application of any rule of law that may require a\nperson to disclose information on the design, operation or use of an automated\nsystem, or provides legal consequences for failing to do so or for disclosing inac-\ncurate, incomplete or false information."},{"id":"model-law-10","number":"10","section":"model-law","label":"Article 10","pdfPage":16,"endPdfPage":16,"text":"Article 10.            Non-avoidance\n\nUnless otherwise provided by law, a party shall not be relieved from the legal\nconsequences of its failure to comply with a rule of law on the sole ground that it\nused an automated system.\n\n\n\n\n    This provision is included for States wishing to enact one or more specific provisions addressing unexpected\n\nactions carried out by automated systems."}],"context":"These are external primary legal texts, publicly readable without enrolment. Holding or reading a text does not adopt it, make it law of this Court, or establish that it applies to a dealing. Check the parties' agreement, applicable law and the instrument's scope."}