Terms to be specified

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    An agreement that is otherwise sufficiently definite to be a contract is not invalid because it leaves particulars of performance to be specified by one of the parties. If particulars of performance are to be specified by a party, the following rules apply:

        (1)    Specification must be made in good faith and within limits set by commercial reasonableness.

        (2)    If a specification materially affects the other party’s performance but is not seasonably made, the other party:

            (A)    Is excused for any resulting delay in its performance; and

            (B)    May perform, suspend performance, or treat the failure to specify as a breach of contract.


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