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California Commercial Code Section 1301

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(a) Except as otherwise provided in this section, when a
transaction bears a reasonable relation to this state and also to
another state or nation, the parties may agree that the law either of
this state or of the other state or nation shall govern their rights
and duties.
   (b) In the absence of an agreement effective under subdivision
(a), and except as provided in subdivision (c), this code applies to
transactions bearing an appropriate relation to this state.
   (c) If one of the following provisions specifies the applicable
law, that provision governs and a contrary agreement is effective
only to the extent permitted by the law so specified:
   (1) Section 2402.
   (2) Section 4102.
   (3) Section 5116.
   (4) Section 6103.
   (5) Section 8110.
   (6) Sections 9301 to 9307, inclusive.
   (7) Sections 10105 and 10106.
   (8) Section 11507.

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Last modified: July 31, 2008