Table 16 - continued from previous page
Task
Description: Does the clause specify exclusive dealing commitment with the counterparty? This includes a commitment to procure all “requirements” from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on collaborating or working with other parties), whether during the contract or after the contract ends (or both).Example: Bosch hereby grants to Client the exclusive rights to sell and distribute the Product, subject to the Territory as set forth below, to certain select companies in the Automotive Industry, each of which shall be approved by Bosch in writing as requested by the Client on a case by case basis.
Task name: cuadinsuranceDescription: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?Example: Throughout the entire Term, you must maintain such types of insurance, in such amounts, as we may require.
Task name: cuad_ip Ownership AssignmentDescription: Does intellectual property created by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?Example: Upon written request of ArTara, University will assign the IND to ArTara.
Task name: cuad_irrevocable_or_perpetuallicenseDescription: Does the clause specify a license grant that is irrevocable or perpetual?Example: Subject to the terms and conditions of this Agreement, as of the Distribution Date, SpinCo hereby grants to Nuance and the members of the Nuance Group a worldwide, non-exclusive, fully paid-up, perpetual and irrevocable, transferable (subject to ARTICLE VIII), subsmillable (subject to Section 4.01(g)) license to install, access, use, reproduce, perform, display, modify (including the right to create improvements and derivative works), further develop, sell, manufacture, distribute and market products and services based on, using or incorporating the SpinCo Shared Technology Assets within the Nuance Field of Use, together with natural extensions and evolutions thereof.
Task name: cuad_joint_ip OwnershipDescription: Does the clause provide for joint or shared ownership of intellectual property between the parties to the contract?Example: If the Domain Name is deemed a combination mark, neither party shall use the Domain Name for any purpose except as expressly provided herein or attempt to register the Domain Name, and the parties will jointly cooperate on any enforcement action of infringement of the Domain Name.
Task name: cuadlicensegrantDescription: Does the clause contain a license granted by one party to its counterparty?Example: Neoforma hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the Neoforma Sites through a Neoforma Link.
Task name: cuad_liquidated_damagesDescription: Does the clause award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?Example: You and each of your principals agree that the liquidated damages provision does not give us an adequate remedy at law for any default under, or for the enforcement of, any provision of this Agreement other than the Royalty Fee sections.
Task name: cuad_minimum_commitmentDescription: Does the clause specify a minimum order size or minimum amount or units pertime period that one party must buy from the counterparty?Example: If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].