In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Example input: Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the  order ). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the  entrusted party  or  YICHANGTAI  or  LEHEYUAN ), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller\'s note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.

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Source: LOHA CO. LTD., F-1, 12/9/2019





3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings:  KEEP AWAY FROM MOISTURE , HANDLE WITH CARE   THIS SIDE UP  etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:

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Source: LOHA CO. LTD., F-1, 12/9/2019





9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer\'s agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.

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Source: LOHA CO. LTD., F-1, 12/9/2019





12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers\' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers\' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.

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Source: LOHA CO. LTD., F-1, 12/9/2019





17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.

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Source: LOHA CO. LTD., F-1, 12/9/2019





21. Law application It will be governed by the law of the People\'s Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6

Source: LOHA CO. LTD., F-1, 12/9/2019 
Question: Highlight the parts (if any) of this contract related to  Document Name  that should be reviewed by a lawyer. Details: The name of the contract
Example output: SUPPLY CONTRACT
Example explanation: This question is based on the following sentence in the passage "Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong.". This line explicitly contains the name of the contract at the start.
Q: EXHIBIT 10.9    DISTRIBUTOR AGREEMENT     This Distributor Agreement (the 'Agreement') dated [*] is between     Lucid Inc., a New York corporation, having a principal place of business at 2320 Brighton Henrietta T/L Road, Rochester NY 14623 And [*]  ('Distributor')     For good and valuable consideration, the parties hereby agree:     1. Appointment     A) Lucid appoints the Distributor and the Distributor accepts appointment as an exclusive authorized Lucid Distributor. The Distributor will be  entitled to purchase certain Lucid products and resell them to End User customers within the following market segments:- hospital and medical  research centres, including but not limited to dermatology, pathology, plastic surgery and mohs surgery departments, clinical research centres,  small animal research facilities, cosmetic and cosmeceutical companies.      B) The relationship of the parties under this Agreement is that of independent contractors and nothing contained herein shall be construed as  creating any partnership, joint venture or agency relationship between the Distributor and Lucid. Under no circumstances shall any employees of  one party be deemed the employees of the other for any purpose. The Distributor shall not have the authority to assume or create any obligation,  or make any representation of any kind on behalf of Lucid.     2. Term     A) The initial term of this Agreement shall be three (3) calendar years from the Agreement date. After the initial term, unless terminated, this  Agreement will automatically renew for periods of one (1) calendar year each.     3. Products     A) Lucid agrees to sell the following products to the Distributor: -      VivaScope in-vivo Confocal Microscope Model VS1500  VivaScope ex-vivo Confocal Microscope Model VS2500  VivaSCOPE in-vivo Confocal Microscope Model VS3000     B) Further products manufactured by Lucid will be discussed with the Distributor and by agreement will be added to this Agreement.





     4. Territory     A) The Distributor is appointed as an exclusive Distributor within the following territories: [*].     B) The Distributor agrees to act as a Distributor for Lucid within the above Territories and not to solicit any sales of the Product(s) outside the  above Territories.     5. Duties of The Distributor     A) The Distributor will use his best efforts to actively promote and sell the Product to all relevant End Users within all relevant market segments  within the Territory.      B) The Distributor agrees to undertake detailed sales demonstrations of the Product(s) to potential End Users within all relevant market segments  within the Territory.     C) The Distributor agrees to allow the End User to undertake sales evaluations (trials) of the product(s), using the Distributor's own  Demonstration Equipment as necessary.     D) The Distributor agrees to promote the Product(s) at all relevant trade shows, seminars and exhibitions held within the Territory. Lucid may, at  it's discretion, and in co-ordination with the Distributor when Lucid deems it necessary, at its own expense and in its own name, engage in  advertising activities of or hold or participate in exhibitions of the Product in the Territory.     E) The Distributors will not develop, manufacture or sell any equipment or service, which in any way can be considered to be competitive to the  equipment or service offered by Lucid to the Distributor as Product. Lucid reserves the right to inform the Distributor from time to time of specific  products and companies that Lucid considers to be competitive. A competitive product includes, but is not limited to, any product that would  infringe any claim of any Lucid owned or licensed patent issued or pending worldwide, whether or not corresponding patent claims are in force in  the Distributors territory or the sale of which would restrict sale of Lucid product.     F) The Distributor will provide to the End User, full installation and customer training of the Product(s).





     6. Personnel     A) The Distributor will employ as a minimum one full-time Lucid dedicated Product Manager sales professional, giving one hundred per cent of  their time to the promotion and sale of Lucid products.     7. Demonstration Equipment     A) The Distributor agrees to purchase demonstration products as new products are released subject to special pricing. The Distributor agrees to  use the demonstration equipment for the duties as noted in 5 A, B, C, D as above and not to re-sell this demonstration equipment to End Users.     8. Training     A) The Distributor agrees to have all sales professionals employed on Lucid products undergo sales training at an agreed location and to a level  approved by Lucid.     B) The Distributor agrees to allow Lucid to accompany the Distributor sales professionals during sales calls within the Territory as required.     C) The Distributor agrees to allow Lucid to participate in sales meetings for training purposes, held within the Distributor's facility.     9. Information     A) The Distributor will supply to Lucid, on a monthly basis, a detailed listing of all sales prospects within the Territory. A sales prospect is  considered by Lucid to be any End User who has expressed an interest in purchasing Lucid products.     B) The Distributor agrees to supply to Lucid on a monthly basis a detailed sales forecast, highlighting potential order dates of product.     C) The Distributor agrees to supply to Lucid, from time to time, with any competitive data emanating from the Territory.     D) The Distributor agrees to supply Lucid, on an annual basis, with a detailed sales plan for the Product(s), broken down by sales for each  individual country within the Territory. Any country or part of the territory that does not meet the sales expectations as forecasted by the  Distributor will be subject to review by Lucid and may subsequently be removed from the Territory. The first sales plan will be presented to Lucid  within three (3) months of the signing of this agreement and annual sales plans will be due on November 30 each year.





     E) The distributor agrees to keep Lucid informed of details of forthcoming and installed units together with customer details including customer  name, address and email details at a level sufficient to fulfil all requirements of US Government Export Administration Regulations and Lucid  quality audits.     10. Sub-Distribution     The Distributor shall not be entitled to engage sub-distributors or any other third party as his sub-agent for sales of the Product, without having  obtained Lucid's prior written approval. Such approval shall not be unreasonably withheld.     11. Intellectual Property     A) Lucid is the sole owner of all trademark symbols and logos under which the products will be sold. Lucid agrees that the Distributor may use the  appropriate trademarks to promote the sale of products in the Territory. Such use is only with Lucid's permission and must be related to the sale of  Lucid products. The Distributor acquires no rights to Lucid trademarks by selling Lucid products. The Distributor may not use Lucid trademarks,  symbols or logos as part of its business or corporate names.     B) The Distributor will assist Lucid in protecting Lucid's patents, copyright, trademarks and logos. The Distributor will inform Lucid of any known  or suspected violations of Lucid's patents, copyright, trademarks, symbols and logos. If Lucid requests, the Distributor will assist in protecting  such intellectual property from infringement.     12. Duties of Lucid     A) Lucid will supply to the Distributor, free of any charge, reasonable quantities of Product datasheets.     B) Lucid will supply to the Distributor, free of charge, images of skin in vivo. Lucid will make every reasonable effort to supply images of skin to  the Distributor, which are required by the Distributor for a particular End User application.     C) Lucid will make available free of charge to the Distributor the services of at least one suitable sales professional.     D) Lucid will make available free of charge to the Distributor the services of at least one Clinical Research Engineer. This person will normally  reside at Lucid's USA Headquarters but may from time to time assist the Distributor within the Territory.





     E) Lucid will make its facility in the USA available, from time to time, to the Distributor and the Distributor's sales force for sales training purposes.  Lucid will also offer this service to the Distributor for the introduction of potential End Users from the Territory.     13. Prices, Terms & Conditions of Sale     A) The Distributor may purchase Products from Lucid at the price published by Lucid, from time to time, in the International Distributor price list  (attached). Lucid agrees to allow the Distributor a discount of thirty (30) per cent against the published International Distributor price list.     B) All orders from the Distributor to Lucid will be subject to Lucid's standard terms and conditions of sale.     C) All prices are quoted by Lucid in US Dollars and are sold Ex Works, becoming the Distributor's property when despatched from the Lucid  facility.     14. Minimum Purchase Obligation     The Distributor agrees to purchase from Lucid minimum agreed quantity of product in the first, second and third years of the Agreement, excluding  demonstration product. These quantities to be agreed by both parties in the initial detailed sales plan noted in clause 9D and amended with further  agreement in subsequent annual sales plans     15. PAYMENT TERMS     The Distributor agrees to abide by Lucid's standard payment terms, which are as follows; One Hundred (100) per cent of order value by sixty ( 90 )  day irrevocable letter of credit when order is placed on Lucid.     16. TERMINATION     A) Either party may terminate this agreement by giving written Notice to the other party if:     i) The other party fails to perform or satisfy any of the conditions, covenants or obligations of this Agreement.  ii) The other party files or has filed against it, a petition seeking relief under any bankruptcy, insolvency, reorganisation, moratorium, liquidation or  similar law affecting creditors' rights     B) In addition, Lucid may terminate this agreement by giving the Distributor Written Notice if there is any change of control, ownership or  management of the Distributor.





     C) Either party may terminate this agreement by providing Ninety days Written Notice.     17. EFFECT OF TERMINATION     A) Upon the termination of this Agreement:     1. The Distributor shall terminate any registration it has made as a Lucid Distributor.  2. Distributor will immediately return any samples, sales literature, promotional materials and other documents supplied to the Distributor free of  charge from Lucid.  3. Any right to use Lucid patents, copyrights, trademarks, symbols and logos shall immediately cease.     B) If this Agreement is terminated Lucid shall not be liable for any incidental, indirect; special punitive of consequential damages of any kind,  including any perceived or real market development costs.     18. Incident and Traceability Reporting     A) DISTRIBUTOR will IMMEDIATELY report via telephone communication to Lucid any incidents that involve the use of PRODUCTS sold by the  DISTRIBUTOR to end users that affect patient safety or well-being (an INCIDENT). Such oral incident reporting will be followed immediately by  a written incident report that documents the detailed conditions that resulted in the INCIDENT and Distributor shall thereafter co-operate with  Lucid in the investigation of any and all conditions that led to, or resulted from the INCIDENT.     B) DISTRIBUTOR will routinely, but not less than annually, report in writing to Lucid, documenting the end users to which PRODUCTS have been  sold, including the address, telephone number and name of a person who is the primary emergency contact. Lucid will use this information in the  event of Lucid issuing a product recall of the PRODUCT for safety or other reasons. If such an event occurs, and upon Lucid's request, the  DISTRIBUTOR will immediately provide Lucid with the names, addresses, telephone numbers and emergency contact personnel of any end user  sites not previously reported to Lucid.     19. LIMITATION OF LIABILITY     A) Lucid does not guarantee delivery of Product by any particular date. If Lucid accepts Distributor's order and fails to deliver ordered products,  Distributors sole remedy will be limited to refund of money paid to Lucid for any undelivered products.     B) Lucid will not have any liability or responsibility to Distributor or any other person or entity for any consequential, indirect, special, punitive or  incidental damages or lost profits, whether foreseeable or unforeseeable, based on





     claims of Distributor or Distributor's customers (including but not limited to, claims for loss of data, goodwill, profits, use of money or use of  product, interruption in use or availability of data stoppage or other work or impairment or assets) arising out of breach or failure of express or  implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise, except only in the case of death or personal  injury where and to the extent that applicable law requires such liability. In no event will the aggregate liability incurred by Lucid in any action or  proceeding exceed the total amount actually paid to Lucid by Distributor for the purchase of the products that actually caused the damage or loss.     20. Governing Law     A) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, USA without regard to conflict of  laws principles.     21. NOTICE     A) All notices required herein (NOTICE) shall be given in English language. Notices must be sent postage pre-paid, and (a) delivered personally  against written receipt (b) transmitted via facsimile or (c) sent by nationally recognised overnight courier service, or (d) sent via first class certified  mail, return receipt requested, to the address listed above. Any change of addresser fax number must be designated in writing and served in  accordance with this Section. Notice shall be effective (a) upon receipt if personally delivered (b) upon confirmation of transmission if sent via  facsimile and (c) two (2) business days after deposit with the courier or an official depository of the US Post Office, if sent via recognised  overnight courier of via Certified Mail, as the case may be.     22 ENTIRE AGREEMENT:     A) This Agreement, including the Price List attached hereto, as amended from time to time, constitutes the entire understanding between the  parties with respect to the subject matter of this Agreement and supersedes and replaces all previous proposals, both oral and written,  negotiations, representations, commitments, writings, contracts, agreements and all other communications between the two parties.     Signatures on the next page





     IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date first above written.





                                LUCID Inc.    [*]              By    By              Marcy K. Davis-McHugh    [*]              TITLE    TITLE:              Corporate Vice President



          DATE [*]    DATE: [*]



                    SIGNATURE    SIGNATURE 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
A:
If Lucid accepts Distributor's order and fails to deliver ordered products,  Distributors sole remedy will be limited to refund of money paid to Lucid for any undelivered products.