Chapter 4
Uniform Electronic Transactions Act

Part 1
Title, Interpretation, and Definitions

46-4-101 Title.
          This chapter is known as the “Uniform Electronic Transactions Act.”

Enacted by Chapter 74, 2000 General Session

46-4-102 Definitions.
          As used in this chapter:
(1) “Agreement” means the bargain of the parties in fact, as found in their language or inferred from other circumstances and from rules, regulations, and procedures given the effect of agreements under laws otherwise applicable to a particular transaction.
(2) “Automated transaction” means a transaction conducted or performed, in whole or in part, by electronic means or electronic records, in which the acts or records of one or both parties are not reviewed by an individual in the ordinary course in forming a contract, performing under an existing contract, or fulfilling an obligation required by the transaction.
(3) “Computer program” means a set of statements or instructions to be used directly or indirectly in an information processing system in order to bring about a certain result.
(4) “Contract” means the total legal obligation resulting from the parties’ agreement as affected by this chapter and other applicable law.
(5) “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(6) “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.
(7) “Electronic record” means a record created, generated, sent, communicated, received, or stored by electronic means.
(8) “Electronic signature” means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.
(9) “Governmental agency” means an executive, legislative, or judicial agency, department, board, commission, authority, institution, or instrumentality of the federal government or of a state or of a county, municipality, or other political subdivision of a state.
(10) “Information” means data, text, images, sounds, codes, computer programs, software, databases, or the like.
(11) “Information processing system” means an electronic system for creating, generating, sending, receiving, storing, displaying, or processing information.
(12) “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.
(13) “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.
(14)
(a) “Security procedure” means a procedure employed for the purpose of verifying that an electronic signature, record, or performance is that of a specific person or for detecting changes or errors in the information in an electronic record.
(b) “Security procedure” includes a procedure that requires the use of algorithms or other codes, identifying words or numbers, encryption, or callback or other acknowledgment procedures.
(15)
(a) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
(b) “State” includes an Indian tribe or band, or Alaskan native village, that is recognized by federal law or formally acknowledged by a state.
(16) “Transaction” means an action or set of actions occurring between two or more persons relating to the conduct of business, commercial, or governmental affairs.

Enacted by Chapter 74, 2000 General Session

46-4-103 Scope.
(1) Except as otherwise provided in Subsection (2), this chapter applies to electronic records and electronic signatures relating to a transaction.
(2) This chapter does not apply to:
(a) a transaction to the extent it is governed by a law governing the creation and execution of wills, codicils, or testamentary trusts;
(b)Title 70A, Uniform Commercial Code, other than:
(i) Section 70A-1a-306; and
(ii)Title 70A, Chapter 2, Uniform Commercial Code - Sales, and Title 70A, Chapter 2a, Uniform Commercial Code - Leases.
(3) This chapter applies to an electronic record or electronic signature otherwise excluded from the application of this chapter under Subsection (2) to the extent it is governed by a law other than those specified in Subsection (2).
(4) A transaction subject to this chapter is also subject to other applicable substantive law.
(5) Nothing in this chapter requires any county recorder to accept for recording any instrument in electronic form.

Amended by Chapter 272, 2007 General Session

46-4-104 Prospective application.
          This chapter applies to any electronic record or electronic signature created, generated, sent, communicated, received, or stored on or after May 1, 2000.

Enacted by Chapter 74, 2000 General Session

46-4-105 Use of electronic records and electronic signatures -- Variation by agreement.
(1) This chapter does not require a record or signature to be created, generated, sent, communicated, received, stored, or otherwise processed or used by electronic means or in electronic form.
(2)
(a) This chapter applies only to transactions between parties each of which has agreed to conduct transactions by electronic means.
(b) Whether or not the parties agree to conduct a transaction by electronic means is determined from the context and surrounding circumstances, including the parties’ conduct.
(3)
(a) A party that agrees to conduct a transaction by electronic means may refuse to conduct other transactions by electronic means.
(b) The right granted by Subsection (3)(a) may not be waived by agreement.
(4)
(a) Except as otherwise provided in this chapter, the effect of any of its provisions may be varied by agreement.
(b) The presence in certain provisions of this chapter of the words “unless otherwise agreed,” or words of similar import, does not imply that the effect of other provisions may not be varied by agreement.
(5) Whether an electronic record or electronic signature has legal consequences is determined by this chapter and other applicable law.

Amended by Chapter 9, 2001 General Session

46-4-106 Construction and application.
          This chapter must be construed and applied:
(1) to facilitate electronic transactions consistent with other applicable law;
(2) to be consistent with reasonable practices concerning electronic transactions and with the continued expansion of those practices; and
(3) to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among the states enacting it.

Enacted by Chapter 74, 2000 General Session

Part 2
Legal Status and Requirements of Electronic Records, Signatures, and Contracts

46-4-201 Legal recognition of electronic records, electronic signatures, and electronic contracts.
(1) A record or signature may not be denied legal effect or enforceability solely because it is in electronic form.
(2) A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation.
(3) If a law requires a record to be in writing, an electronic record satisfies the law.
(4) If a law requires a signature, an electronic signature satisfies the law.

Enacted by Chapter 74, 2000 General Session

46-4-202 Provision of information in writing -- Presentation of records.
(1)
(a) If parties have agreed to conduct a transaction by electronic means and a law requires a person to provide, send, or deliver information in writing to another person, the requirement is satisfied if the information is provided, sent, or delivered, as the case may be, in an electronic record capable of retention by the recipient at the time of receipt.
(b) An electronic record is not capable of retention by the recipient if the sender or its information processing system inhibits the ability of the recipient to print or store the electronic record.
(2) If a law other than this chapter requires a record to be posted or displayed in a certain manner, to be sent, communicated, or transmitted by a specified method, or to contain information that is formatted in a certain manner, the following rules apply:
(a) the record must be posted or displayed in the manner specified in the other law;
(b) except as otherwise provided in Subsection (4)(b), the record must be sent, communicated, or transmitted by the method specified in the other law; and
(c) the record must contain the information formatted in the manner specified in the other law.
(3) If a sender inhibits the ability of a recipient to store or print an electronic record, the electronic record is not enforceable against the recipient.
(4) The requirements of this section may not be varied by agreement, but:
(a) to the extent a law other than this chapter requires information to be provided, sent, or delivered in writing but permits that requirement to be varied by agreement, the requirement under Subsection (1) that the information be in the form of an electronic record capable of retention may also be varied by agreement; and
(b) a requirement under a law other than this chapter to send, communicate, or transmit a record by first-class mail, postage prepaid or regular United States mail, may be varied by agreement to the extent permitted by the other law.

Enacted by Chapter 74, 2000 General Session

46-4-203 Attribution and effect of electronic record and electronic signature.
(1)
(a) An electronic record or electronic signature is attributable to a person if it was the act of the person.
(b) The act of the person may be shown in any manner, including a showing of the efficacy of any security procedure applied to determine the person to which the electronic record or electronic signature was attributable.
(2) The effect of an electronic record or electronic signature attributed to a person under Subsection (1) is determined from the context and surrounding circumstances at the time of its creation, execution, or adoption, including the parties’ agreement, if any, and otherwise as provided by law.

Enacted by Chapter 74, 2000 General Session

46-4-204 Effect of change or error.
(1) If a change or error in an electronic record occurs in a transmission between parties to a transaction, the following rules apply:
(a) If the parties have agreed to use a security procedure to detect changes or errors and one party has conformed to the procedure, but the other party has not, and the nonconforming party would have detected the change or error had that party also conformed, the conforming party may avoid the effect of the changed or erroneous electronic record.
(b) In an automated transaction involving an individual, the individual may avoid the effect of an electronic record that resulted from an error made by the individual in dealing with the electronic agent of another person if the electronic agent did not provide an opportunity for the prevention or correction of the error and, at the time the individual learns of the error, the individual:
(i) promptly notifies the other person of the error and that the individual did not intend to be bound by the electronic record received by the other person;
(ii) takes reasonable steps, including steps that conform to the other person’s reasonable instructions, to return to the other person or, if instructed by the other person, to destroy the consideration received, if any, as a result of the erroneous electronic record; and
(iii) has not used or received any benefit or value from the consideration, if any, received from the other person.
(2) If neither Subsection (1)(a) or (b) applies, the change or error has the effect provided by other law, including the law of mistake, and the parties’ contract, if any.
(3) Subsections (1)(b) and (2) may not be varied by agreement.

Enacted by Chapter 74, 2000 General Session

46-4-205 Notarization and acknowledgment.
(1) If a law requires a signature or record to be notarized, acknowledged, verified, or made under oath, the requirement is satisfied by following the procedures and requirements of Subsection 46-1-16(8).
(2) The electronic signature of the person authorized to perform the acts under Subsection (1), and all other information required to be included by other applicable law, shall be attached to or logically associated with the signature or record.

Amended by Chapter 259, 2017 General Session

Part 3
Retention and Admissibility of Electronic Records

46-4-301 Retention of electronic records -- Originals.
(1) If a law requires that a record be retained, the requirement is satisfied by retaining an electronic record of the information in the record that:
(a) accurately reflects the information set forth in the record after it was first generated in its final form as an electronic record or otherwise; and
(b) remains accessible for later reference.
(2) A requirement to retain a record in accordance with Subsection (1) does not apply to any information the sole purpose of which is to enable the record to be sent, communicated, or received.
(3) A person may satisfy Subsection (1) by using the services of another person if the requirements of Subsection (1) are satisfied.
(4) If a law requires a record to be presented or retained in its original form, or provides consequences if the record is not presented or retained in its original form, that law is satisfied by an electronic record retained in accordance with Subsection (1).
(5) If a law requires 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 Subsection (1).
(6) A record retained as an electronic record in accordance with Subsection (1) satisfies a law requiring a person to retain a record for evidentiary, audit, or like purposes, unless a law enacted after May 1, 2000, specifically prohibits the use of an electronic record for the specified purpose.
(7) This section does not preclude a governmental agency from specifying additional requirements for the retention of a record subject to the agency’s jurisdiction.

Enacted by Chapter 74, 2000 General Session

46-4-302 Admissibility in evidence.
          In a proceeding, evidence of a record or signature may not be excluded solely because it is in electronic form.

Enacted by Chapter 74, 2000 General Session

Part 4
Automated Transactions, Sending and Receiving Electronic Records, and Transferable Records

46-4-401 Automated transaction.
          In an automated transaction, the following rules apply:
(1) A contract may be formed by the interaction of electronic agents of the parties, even if no individual was aware of or reviewed the electronic agents’ actions or the resulting terms and agreements.
(2) A contract may be formed by the interaction of an electronic agent and an individual, acting on the individual’s own behalf or for another person, including by an interaction in which the individual performs actions that the individual is free to refuse to perform and which the individual knows or has reason to know will cause the electronic agent to complete the transaction or performance.
(3) The terms of the contract are determined by the substantive law applicable to it.

Enacted by Chapter 74, 2000 General Session

46-4-402 Time and place of sending and receipt.
(1) Unless otherwise agreed between the sender and the recipient, an electronic record is sent when it:
(a) is addressed properly or otherwise directed properly to an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record;
(b) is in a form capable of being processed by that system; and
(c) enters an information processing system outside the control of the sender or of a person that sent the electronic record on behalf of the sender or enters a region of the information processing system designated or used by the recipient that is under the control of the recipient.
(2) Unless otherwise agreed between a sender and the recipient, an electronic record is received when:
(a) it enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record; and
(b) it is in a form capable of being processed by that system.
(3) Subsection (2) applies even if the place the information processing system is located is different from the place the electronic record is deemed to be received under Subsection (4).
(4)
(a) Unless otherwise expressly provided in the electronic record or agreed between the sender and the recipient, an electronic record is deemed to be sent from the sender’s place of business and to be received at the recipient’s place of business.
(b) For purposes of this Subsection (4), the following rules apply:
(i) If the sender or recipient has more than one place of business, the place of business of that person is the place having the closest relationship to the underlying transaction.
(ii) If the sender or the recipient does not have a place of business, the place of business is the sender’s or recipient’s residence, as the case may be.
(5) An electronic record is received under Subsection (2) even if no individual is aware of its receipt.
(6) Receipt of an electronic acknowledgment from an information processing system described in Subsection (2) establishes that a record was received but, by itself, does not establish that the content sent corresponds to the content received.
(7)
(a) If a person is aware that an electronic record purportedly sent under Subsection (1), or purportedly received under Subsection (2), was not actually sent or received, the legal effect of the sending or receipt is determined by other applicable law.
(b) Except to the extent permitted by the other law, the requirements of this Subsection (7) may not be varied by agreement.

Enacted by Chapter 74, 2000 General Session

46-4-403 Transferable records.
(1) As used in this section, “transferable record” means an electronic record that:
(a) would be a note under Title 70A, Chapter 3, Uniform Commercial Code - Negotiable Instruments, or a document under Title 70A, Chapter 7a, Uniform Commercial Code - Documents of Title, if the electronic record were in writing; and
(b) the issuer of the electronic record expressly has agreed is a transferable record.
(2) 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.
(3) A system satisfies Subsection (2), 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:
(a) a single authoritative copy of the transferable record exists that is unique, identifiable, and, except as otherwise provided in Subsections (3)(d), (e), and (f), unalterable;
(b) the authoritative copy identifies the person asserting control as:
(i) the person to which the transferable record was issued; or
(ii) if the authoritative copy indicates that the transferable record has been transferred, the person to which the transferable record was most recently transferred;
(c) the authoritative copy is communicated to and maintained by the person asserting control or its designated custodian;
(d) 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;
(e) 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
(f) any revision of the authoritative copy is readily identifiable as authorized or unauthorized.
(4)
(a) Except as otherwise agreed, a person having control of a transferable record is the holder, as defined in Subsection 70A-1a-201(2)(u), of the transferable record and has the same rights and defenses as a holder of an equivalent record or writing under Title 70A, Uniform Commercial Code, including, if the applicable statutory requirements under Subsection 70A-3-302(1), Section 70A-7a-501, or Section 70A-9a-308 are satisfied, the rights and defenses of a holder in due course, a holder to which a negotiable document of title has been duly negotiated, or a purchaser, respectively.
(b) Delivery, possession, and indorsement are not required to obtain or exercise any of the rights under Subsection (4)(a).
(5) 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 Title 70A, Uniform Commercial Code.
(6)
(a) 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.
(b) 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.

Amended by Chapter 272, 2007 General Session

Part 5
Electronic Records in Government Agencies

46-4-501 Creation and retention of electronic records and conversion of written records by governmental agencies.
(1) A state governmental agency may, by following the procedures and requirements of Title 63G, Chapter 3, Utah Administrative Rulemaking Act, make rules that:
(a) identify specific transactions that the agency is willing to conduct by electronic means;
(b) identify specific transactions that the agency will never conduct by electronic means;
(c) specify the manner and format in which electronic records must be created, generated, sent, communicated, received, and stored, and the systems established for those purposes;
(d) if law or rule requires that the electronic records must be signed by electronic means, specify the type of electronic signature required, the manner and format in which the electronic signature must be affixed to the electronic record, and the identity of, or criteria that must be met, by any third party used by a person filing a document to facilitate the process;
(e) specify control processes and procedures as appropriate to ensure adequate preservation, disposition, integrity, security, confidentiality, and auditability of electronic records; and
(f) identify any other required attributes for electronic records that are specified for corresponding nonelectronic records or that are reasonably necessary under the circumstances.
(2) A state governmental agency that makes rules under this section shall submit copies of those rules, and any amendments to those rules, to the chief information officer established by Section 63A-16-201.
(3)
(a) The chief information officer may prepare model rules and standards relating to electronic transactions that encourage and promote consistency and interoperability with similar requirements adopted by other Utah government agencies, other states, the federal government, and nongovernmental persons interacting with Utah governmental agencies.
(b) In preparing those model rules and standards, the chief information officer may specify different levels of standards from which governmental agencies may choose in order to implement the most appropriate standard for a particular application.
(c) Nothing in this Subsection (3) requires a state agency to use the model rules and standards prepared by the chief information officer when making rules under this section.
(4) Except as provided in Subsection 46-4-301(6), nothing in this chapter requires any state governmental agency to:
(a) conduct transactions by electronic means; or
(b) use or permit the use of electronic records or electronic signatures.
(5) Each state governmental agency shall:
(a) establish record retention schedules for any electronic records created or received in an electronic transaction according to the standards developed by the Division of Archives under Subsection 63A-12-101(2)(e); and
(b) obtain approval of those schedules from the Records Management Committee as required by Subsection 63A-12-113(1)(b).

Amended by Chapter 345, 2021 General Session

46-4-502 Providing services or information electronically -- Interpretation of terms in Utah Code.
(1) To provide services or information electronically, a state governmental entity may implement the terms listed in Subsection (2) in accordance with this section:
(a) when the term is used in the Utah Code; and
(b) if the implementation is not:
(i) inconsistent with the manifest intent of the Legislature; or
(ii) repugnant to the context of the statute.
(2) Subsection (1) applies to the terms listed in this Subsection (2).
(a) “Copy” may include an electronic version of a document.
(b) “Mail” may include sending a document electronically if the recipient can accept and process the electronic writing.
(c) “Mailing address” may include an electronic mailing address capable of receiving and processing an electronic writing.
(d) “Sign” or “signature” may include any form of electronic signature authorized by the governmental agency.
(e) “Written” or “writing” may include information that is:
(i) inscribed on a tangible medium; or
(ii)
(A) stored in an electronic or other medium; and
(B) is retrievable in a perceivable form.

Amended by Chapter 20, 2003 General Session

46-4-503 Government products and services provided electronically.
(1) Notwithstanding Section 46-4-501, a state governmental agency that administers one or more of the following transactions shall allow those transactions to be conducted electronically:
(a) an application for or renewal of a professional or occupational license issued under Title 58, Occupations and Professions;
(b) the renewal of a drivers license;
(c) an application for a hunting or fishing license;
(d) the filing of:
(i) a return under Title 59, Chapter 10, Individual Income Tax Act, or Title 59, Chapter 12, Sales and Use Tax Act;
(ii) a court document, as defined by the Judicial Council; or
(iii) a document under Title 70A, Uniform Commercial Code;
(e) a registration for:
(i) a product; or
(ii) a brand;
(f) a renewal of a registration of a motor vehicle;
(g) a registration under:
(i)Title 16, Corporations;
(ii)Title 42, Names; or
(iii)Title 48, Unincorporated Business Entity Act; or
(h) submission of an application for benefits:
(i) under Title 35A, Chapter 3, Employment Support Act;
(ii) under Title 35A, Chapter 4, Employment Security Act; or
(iii) related to accident and health insurance.
(2) The state system of public education, in coordination with the Utah Education and Telehealth Network, shall make reasonable progress toward making the following services available electronically:
(a) secure access by parents and students to student grades and progress reports;
(b) email communications with:
(i) teachers;
(ii) parent-teacher associations; and
(iii) school administrators;
(c) access to school calendars and schedules; and
(d) teaching resources that may include:
(i) teaching plans;
(ii) curriculum guides; and
(iii) media resources.
(3) A state governmental agency shall:
(a) in carrying out the requirements of this section, take reasonable steps to ensure the security and privacy of records that are private or controlled as defined by Title 63G, Chapter 2, Government Records Access and Management Act;
(b) in addition to those transactions listed in Subsections (1) and (2), determine any additional services that may be made available to the public through electronic means; and
(c) as part of the agency’s information technology plan required by Section 63A-16-203, report on the progress of compliance with Subsections (1) through (3).
(4) Notwithstanding the other provisions of this part, a state governmental agency is not required by this part to conduct a transaction electronically if:
(a) conducting the transaction electronically is not required by federal law; and
(b) conducting the transaction electronically is:
(i) impractical;
(ii) unreasonable; or
(iii) not permitted by laws pertaining to privacy or security.
(5)
(a) For purposes of this Subsection (5), “one-stop shop” means the consolidation of access to diverse services and agencies at one location including virtual colocation.
(b) State agencies that provide services or offer direct assistance to the business community shall participate in the establishment, maintenance, and enhancement of an integrated Utah business web portal known as Business.utah.gov.  The purpose of the business web portal is to provide “one-stop shop” assistance to businesses.
(c) State agencies shall partner with other governmental and nonprofit agencies whose primary mission is to provide services or offer direct assistance to the business community in Utah in fulfilling the requirements of this section.
(d) The following state entities shall comply with the provisions of this Subsection (5):
(i) Governor’s Office of Economic Opportunity, which shall serve as the managing partner for the website;
(ii) Department of Workforce Services;
(iii) Department of Commerce;
(iv) Tax Commission;
(v) Department of Government Operations - Division of Purchasing and General Services, including other state agencies operating under a grant of authority from the division to procure goods and services in excess of $5,000;
(vi) Department of Agriculture;
(vii) Department of Natural Resources; and
(viii) other state agencies that provide services or offer direct assistance to the business sector.
(e) The business services available on the business web portal may include:
(i) business life cycle information;
(ii) business searches;
(iii) employment needs and opportunities;
(iv) motor vehicle registration;
(v) permit applications and renewal;
(vi) tax information;
(vii) government procurement bid notifications;
(viii) general business information;
(ix) business directories; and
(x) business news.

Amended by Chapter 344, 2021 General Session