orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Intellectual Property Agreement between Sony Electronics Inc. and GSI Technology, Inc.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [12914, 13240], "answer": "PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of  determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable  request, subject to SONY's execution of a standard PURCHASER confidentiality agreement", "file_path": "cuad/GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC..txt"}]
Question: Consider the Intellectual Property Agreement between Visualant Incorporated and Kenneth Turpin; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [9682, 10055], "answer": "This Agreement shall be binding upon Turpin and the      heirs and legal  representatives  of Turpin,  and shall be binding upon and      ensure to the  benefit  of the  Company  and its  successors  and  assigns,      including  any  corporation  with  which or into  which the  Company or its      successors may be merged or which may succeed, to its assets or business.", "file_path": "cuad/KNOWLABS,INC_08_15_2005-EX-10-INTELLECTUAL PROPERTY AGREEMENT.txt"}, {"span": [10091, 10452], "answer": "Turpin  acknowledges  and agrees that Turpin's      employment  with the Company may be succeeded by employment  with a Company      Affiliate,  in which case the terms of this  Agreement  shall  continue  in      effect with respect to such employment until an agreement  relating to this      subject matter is signed between Turpin and the Company Affiliate.", "file_path": "cuad/KNOWLABS,INC_08_15_2005-EX-10-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and CyberShop; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [33854, 34056], "answer": "c)    Each party hereby grants to the other a non-exclusive, limited             license to use its trademarks, service marks or trade names only as             specifically described in this Agreement.", "file_path": "cuad/GSVINC_05_15_1998-EX-10-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Program Content License Agreement between Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [19331, 19458], "answer": "The execution, validity, interpretation, enforcement and dispute resolution of this Agreement shall be governed by the PRC Law.", "file_path": "cuad/PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between At Home Corporation (Excite@Home) and e-centives, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [73586, 74038], "answer": "Neither party may assign this Agreement, in whole or in         part, without the other party's written consent (which will not be         unreasonably withheld), except that no such consent will be required in         connection with a merger, reorganization or sale of all, or         substantially all, of such party's assets or capital stock. Any attempt         to assign this Agreement other than as permitted above will be null and         void.", "file_path": "cuad/InvendaCorp_20000828_S-1A_EX-10.2_2588206_EX-10.2_Co-Branding Agreement.txt"}]
Question: Consider the Program Content License Agreement between Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd.; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [6276, 6434], "answer": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to  this Agreement.", "file_path": "cuad/PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement.txt"}]
Question: Consider the Intellectual Property Agreement between Sony Electronics Inc. and GSI Technology, Inc.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [8887, 8986], "answer": "No license granted by either party under this IP Agreement includes the right to grant sublicenses.", "file_path": "cuad/GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC..txt"}]
Question: Consider the Sponsored Research and License Agreement between ArTara, Inc. and The University of Iowa for TARA-002 Development; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [35630, 35768], "answer": "No Party may assign any rights under this Agreement or delegate any duties hereunder without the prior written consent of the other Party.", "file_path": "cuad/ArtaraTherapeuticsInc_20200110_8-K_EX-10.5_11943350_EX-10.5_License Agreement.txt"}]
Question: Consider the Manufacturing and Supply Agreement between Vapotherm, Inc. and Medica, S.p.A.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [70114, 70535], "answer": "Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other except that: (1) Vapotherm may assign this Agreement or transfer its rights and obligations under this Agreement to an Affiliate of Vapotherm or a successor to all or substantially all of its assets or business relating to this-Agreement, whether by sale, merger, operation of law, or otherwise.", "file_path": "cuad/VAPOTHERM, INC. - Manufacturing and Supply Agreement.txt"}]
Question: Consider the Co-Branding Agreement between At Home Corporation (Excite@Home) and e-centives, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [27990, 28382], "answer": "In the event that the Agreement is terminated pursuant to Section             16.a.v due to e-centives' acquisition by an Excite@Home Named             Competitor, or by an entity controlling or controlled by an             Excite@Home Named Competitor, e-centives shall transfer all of its             right, title and interest in and to the Payment-Eligible User Data             to Excite.", "file_path": "cuad/InvendaCorp_20000828_S-1A_EX-10.2_2588206_EX-10.2_Co-Branding Agreement.txt"}, {"span": [51005, 51321], "answer": "In the event that a majority of Application Provider's assets are merged,      acquired or sold to an Excite@Home Named Competitor, or to an entity      controlling or controlled by an Excite@Home Named Competitor, then      Excite@Home may terminate this Agreement by providing thirty (30) days      written notice.", "file_path": "cuad/InvendaCorp_20000828_S-1A_EX-10.2_2588206_EX-10.2_Co-Branding Agreement.txt"}, {"span": [58404, 58895], "answer": "In the event that the Agreement is terminated pursuant to Section           16.a.v. due to e-centives' acquisition by an Excite@Home Named           Competitor, or by an entity controlling or controlled by an           Excite@Home Named Competitor, e-centives or its assigns or designates           may not contact any Users for whom User Data has been provided           pursuant to this Agreement, excluding those that have opted out in           accordance with Section 5(a) of Exhibit D.", "file_path": "cuad/InvendaCorp_20000828_S-1A_EX-10.2_2588206_EX-10.2_Co-Branding Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and CyberShop; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [30330, 30730], "answer": "The term of this Agreement will begin on the Launch Date and will             not end until Excite displays of a total of XXXXXXXXXXXXX             impressions of Client's advertising banners and promotional             placements on the Excite Site and Excite has made reasonable             commercial efforts to deliver, at minimum, a goal of XXXXXXXX             clickthroughs to the Client Site.", "file_path": "cuad/GSVINC_05_15_1998-EX-10-SPONSORSHIP AGREEMENT.txt"}, {"span": [32014, 32650], "answer": "In the event that Excite has not delivered XXXXXXXXXXXXXXXX             clickthroughs to the Client Site by the end of twelve (12) months             after the Launch Date, the first year of the term of the Agreement             will be extended without additional sponsorship and advertising fees             for up to an additional four (4) months. In the event that Excite             has not delivered XXXXXXXXXXXXXXXXXXXXX clickthroughs to the Client\n\n\n\n\n\n            Site by end of the additional four-month period, Client may             terminate this Agreement immediately upon delivery of written notice             to Excite.", "file_path": "cuad/GSVINC_05_15_1998-EX-10-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Intellectual Property Agreement between Visualant Incorporated and Kenneth Turpin; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [5498, 5947], "answer": "Turpin does hereby      assign and transfer to the Company,  effective  upon  creation,  all right,      title, and interest that Turpin may have in and to the Work Product and all      Intellectual Property Rights therein and does hereby assign all of Turpin's      future right,  title,  and interest that Turpin may have in and to each of      the Work Product and Intellectual Property Rights therein, effective at the      time each is created.", "file_path": "cuad/KNOWLABS,INC_08_15_2005-EX-10-INTELLECTUAL PROPERTY AGREEMENT.txt"}, {"span": [6131, 6516], "answer": "Turpin agrees to maintain at all times adequate      and current  records  relating to the creation and development of the Work      Product and  Intellectual  Property Rights  therein,  which records and all      copies  thereof  shall be and shall  remain the  exclusive  property of the      Company,  and to  disclose  all such  records  and  copies  to the  Company      promptly.", "file_path": "cuad/KNOWLABS,INC_08_15_2005-EX-10-INTELLECTUAL PROPERTY AGREEMENT.txt"}, {"span": [6536, 7224], "answer": "Turpin shall, at the Company's  request,  assist with, execute      and   deliver   all   further   documents,   applications,    declarations,      verifications,  submissions,  transfers  and  assignments  and do all other      things requested by the Company, acting reasonably,  during the term hereof      and  thereafter,  at the expense of the  Company,  but  without  additional      compensation,  to enable the Company or its nominees to apply for, acquire,      prosecute,  perfect,  enforce and/or maintain any and all right,  title and      interest, in any country, in and to the Confidential Information,  the Work      Product and the Intellectual Property Rights in same.", "file_path": "cuad/KNOWLABS,INC_08_15_2005-EX-10-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Sponsored Research and License Agreement between ArTara, Inc. and The University of Iowa for TARA-002 Development; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [13003, 13248], "answer": "Richard Smith, MD will be given first consideration as a principal investigator for all new Product or Product- related clinical studies, in addition to other sites provided final site selection will be based on the best interest of the Project.", "file_path": "cuad/ArtaraTherapeuticsInc_20200110_8-K_EX-10.5_11943350_EX-10.5_License Agreement.txt"}]
Question: Consider the Manufacturing and Supply Agreement between Vapotherm, Inc. and Medica, S.p.A.; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [54258, 54932], "answer": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "file_path": "cuad/VAPOTHERM, INC. - Manufacturing and Supply Agreement.txt"}]
Question: Consider the Intellectual Property Agreement between Sony Electronics Inc. and GSI Technology, Inc.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [5930, 6556], "answer": "SONY hereby assigns to PURCHASER SONY's entire right, title and interest in, to and under the Transferred Patents, and any  patents that may issue therefrom (including any foreign counterparts, divisions, continuations, renewals, continuations in part, reexaminations or  reissues thereof), along with the right to sue and collect damages for any future infringement, and agrees to take all reasonably necessary action to  assist PURCHASER, at PURCHASER's sole expense, to register, confirm and perfect such assignment, including by making filings with or at any  and all necessary patent offices and/or governmental agencies.", "file_path": "cuad/GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC..txt"}, {"span": [22120, 22978], "answer": "All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any  material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who  have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire  agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any  part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their  right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work  for SONY or any Affiliate.", "file_path": "cuad/GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC..txt"}]
Question: Consider the Sponsored Research and License Agreement between ArTara, Inc. and The University of Iowa for TARA-002 Development; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [32627, 32727], "answer": "This Agreement may be terminated by ArTara upon thirty (30) days prior written notice to University.", "file_path": "cuad/ArtaraTherapeuticsInc_20200110_8-K_EX-10.5_11943350_EX-10.5_License Agreement.txt"}, {"span": [32761, 32945], "answer": "Either Party may terminate the Project and all commitments and obligations with respect thereto, subject to Section 8.3 herein, upon thirty (30) days written notice to the other Party.", "file_path": "cuad/ArtaraTherapeuticsInc_20200110_8-K_EX-10.5_11943350_EX-10.5_License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between At Home Corporation (Excite@Home) and e-centives, Inc.; Is there a clause preventing the solicitation of customers in this contract?
Relevant contract clauses:
[{"span": [25084, 25370], "answer": "Application Provider may not use Payment-Eligible User Data to                solicit User traffic to www.e-centives.com or any other                co-branded version of www.e-centives.com with the intent of                driving such Users away from using the Co-Branded Application.", "file_path": "cuad/InvendaCorp_20000828_S-1A_EX-10.2_2588206_EX-10.2_Co-Branding Agreement.txt"}, {"span": [27678, 27857], "answer": "Application Provider will not solicit any Excite@Home Member on             behalf of any Excite@Home Named Competitor during the Term of this             Agreement or thereafter.", "file_path": "cuad/InvendaCorp_20000828_S-1A_EX-10.2_2588206_EX-10.2_Co-Branding Agreement.txt"}, {"span": [58404, 58895], "answer": "In the event that the Agreement is terminated pursuant to Section           16.a.v. due to e-centives' acquisition by an Excite@Home Named           Competitor, or by an entity controlling or controlled by an           Excite@Home Named Competitor, e-centives or its assigns or designates           may not contact any Users for whom User Data has been provided           pursuant to this Agreement, excluding those that have opted out in           accordance with Section 5(a) of Exhibit D.", "file_path": "cuad/InvendaCorp_20000828_S-1A_EX-10.2_2588206_EX-10.2_Co-Branding Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and CyberShop; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [25031, 25624], "answer": "Separate and apart from the sponsorship and advertising fees paid             for the XXXXXXXXXXXXXXXXXXXXXXXXXX detailed above in Sections 7(a)             and 7(b), Client will pay Excite a variable revenue share to be             calculated based on sales, excluding any and all amounts collected             for sales tax, shipping and handling charges, and credits for             returned goods and/or services, Client derives from visits to the             Client Site via links from the promotional placements and             advertising on the Excite Site described in Sections 1 - 5.", "file_path": "cuad/GSVINC_05_15_1998-EX-10-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Program Content License Agreement between Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [17523, 17757], "answer": "This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of  each Party and have a term of five (5) years commencing as of the effective date hereof.", "file_path": "cuad/PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement.txt"}]
Question: Consider the Intellectual Property Agreement between Visualant Incorporated and Kenneth Turpin; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [10476, 10721], "answer": "This  Agreement  shall be  governed  by and  construed  in      accordance  with the laws of the  Province  of  British  Columbia  (without      regard to its conflict of laws provisions)  which shall be deemed to be the      proper law thereof.", "file_path": "cuad/KNOWLABS,INC_08_15_2005-EX-10-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Intellectual Property Agreement between Sony Electronics Inc. and GSI Technology, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [28845, 29093], "answer": "This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and  permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party.", "file_path": "cuad/GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC..txt"}, {"span": [29392, 29475], "answer": "Any attempted transfer in contravention of this Section 9.3 shall be null and void.", "file_path": "cuad/GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC..txt"}]
Question: Consider the Intellectual Property Agreement between Visualant Incorporated and Kenneth Turpin; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [8325, 8398], "answer": "This Agreement  shall continue until  terminated as      provided herein.", "file_path": "cuad/KNOWLABS,INC_08_15_2005-EX-10-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Manufacturing and Supply Agreement between Vapotherm, Inc. and Medica, S.p.A.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [54258, 54932], "answer": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "file_path": "cuad/VAPOTHERM, INC. - Manufacturing and Supply Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and CyberShop; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [46567, 47244], "answer": "Neither party may assign this Agreement, in whole or in             part, without the other party's written consent (which will not be             unreasonably withheld), except that no such consent will be required             in connection with (i) a merger, reorganization or sale of all, or             substantially all, of such party's assets or (ii) either party's             assignment and/or delegation of its rights and responsibilities             hereunder to a wholly-owned subsidiary or joint venture in which the             assigning party holds an interest. Any attempt to assign this             Agreement other than as permitted above will be null and void.", "file_path": "cuad/GSVINC_05_15_1998-EX-10-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [12104, 12875], "answer": "BOTH THE HENRY FILM AND ENTERTAINMENT CORPORATION and PACIFICAP ENTERTAINMENT acknowledges and agrees that: (i) as between PACIFICAP ENTERTAINMENT on the one hand, and THE HENRY FILM AND ENTERTAINMENT CORPORATION and its Affiliates on the other, THE HENRY FILM AND ENTERTAINMENT CORPORATION owns all right, title and interest in any THE HENRY FILM AND ENTERTAINMENT CORPORATION Property and THE HENRY FILM AND ENTERTAINMENT CORPORATION Brand Features; (ii) nothing in this Agreement shall confer in PACIFICAP ENTERTAINMENT any license or right of ownership in THE HENRY FILM AND ENTERTAINMENT CORPORATION Brand Features; and (iii) PACIFICAP ENTERTAINMENT shall not now or in the future contest the validity of THE HENRY FILM AND ENTERTAINMENT CORPORATION. Brand Features.", "file_path": "cuad/PacificapEntertainmentHoldingsInc_20051115_8-KA_EX-1.01_4300894_EX-1.01_Content License Agreement.txt"}]
Question: Consider the Sponsored Research and License Agreement between ArTara, Inc. and The University of Iowa for TARA-002 Development; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [18424, 18583], "answer": "University hereby grants to ArTara an exclusive license to use the Program Data solely for the Project and in Regulatory Filings in the Field in the Territory.", "file_path": "cuad/ArtaraTherapeuticsInc_20200110_8-K_EX-10.5_11943350_EX-10.5_License Agreement.txt"}, {"span": [18627, 18768], "answer": "University hereby grants to ArTara an exclusive Right of Reference to all Program Regulatory Filings by University in support of the Product.", "file_path": "cuad/ArtaraTherapeuticsInc_20200110_8-K_EX-10.5_11943350_EX-10.5_License Agreement.txt"}]
Question: Consider the Manufacturing and Supply Agreement between Vapotherm, Inc. and Medica, S.p.A.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [66274, 66394], "answer": "This Agreement is governed by the laws of the State of New York without giving effect to principles of conflict of laws.", "file_path": "cuad/VAPOTHERM, INC. - Manufacturing and Supply Agreement.txt"}]
Question: Consider the Intellectual Property Agreement between Sony Electronics Inc. and GSI Technology, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [31321, 31566], "answer": "This IP Agreement and the legal relations among the Parties will be governed by and construed in accordance with the rules and  substantive Laws of the State of California, United States of America, without regard to conflicts of law provisions.", "file_path": "cuad/GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC..txt"}]
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [64934, 65583], "answer": "King recognizes Depomed's title to the Depomed Trademarks, and shall not at any time, during or after the Term, do or knowingly suffer to be done any act or thing which will in any way impair the rights of Depomed in or to the Depomed Trademarks. King acknowledges and agrees that it shall not acquire and shall not claim any title to the Depomed Trademarks adverse to Depomed by virtue of the rights granted under this Agreement or through King's use of the Depomed Trademarks, it being the intention of the parties that all goodwill and improved reputation generated by King and use of the Depomed Trademarks shall inure to the benefit of Depomed.", "file_path": "cuad/KINGPHARMACEUTICALSINC_08_09_2006-EX-10.1-PROMOTION AGREEMENT.txt"}, {"span": [66237, 66474], "answer": "Depomed recognizes King's title to the King Trademarks, and shall not at any time, during or after the Term, do or knowingly suffer to be done any act or thing which will in any way impair the rights of King in or to the King Trademarks.", "file_path": "cuad/KINGPHARMACEUTICALSINC_08_09_2006-EX-10.1-PROMOTION AGREEMENT.txt"}, {"span": [66571, 66967], "answer": "Depomed acknowledges and agrees that it shall not acquire and shall not claim any title to the King Trademarks adverse to King by virtue of the rights granted under this Agreement or through Depomed's use of the King Trademarks, it being the intention of the parties that all goodwill and improved reputation generated by Depomed and use of the King Trademarks shall inure to the benefit of King.", "file_path": "cuad/KINGPHARMACEUTICALSINC_08_09_2006-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between At Home Corporation (Excite@Home) and e-centives, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [73341, 73567], "answer": "The Agreement will be governed by and construed in         accordance with the laws of the State of California, notwithstanding the         actual state or country of residence or incorporation of Application         Provider.", "file_path": "cuad/InvendaCorp_20000828_S-1A_EX-10.2_2588206_EX-10.2_Co-Branding Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and CyberShop; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [21848, 22343], "answer": "Excite will in \"good faith\" ensure Client that the above mentioned             banners and promotional placements will be more prominently             presented than any other \"competitive retailer's\" banners or             promotional placements for the term of the Agreement. For the             purposes of this Agreement, a \"competitive retailer\" means an             on-line department store comparable to Bloomingdale's, Macy's,             Burdine's, Shopping.com, Chef's Catalog or iQVC.", "file_path": "cuad/GSVINC_05_15_1998-EX-10-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Sponsored Research and License Agreement between ArTara, Inc. and The University of Iowa for TARA-002 Development; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [35547, 35613], "answer": "This Agreement shall be governed by the laws of the State of Iowa.", "file_path": "cuad/ArtaraTherapeuticsInc_20200110_8-K_EX-10.5_11943350_EX-10.5_License Agreement.txt"}]
Question: Consider the Content License Agreement between PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [643, 1068], "answer": "Subject to the terms and conditions of this Agreement, PACIFICAP ENTERTAINMENT hereby grants to THE HENRY FILM AND ENTERTAINMENT CORPORATION, under PACIFICAP ENTERTAINMENT'S full ownership and or fully authorized licensing Rights of Content\n\n  (a) A 10 year exclusive, worldwide license to use, modify, reproduce, distribute, display and transmit any and all PACIFICAP ENTERTAINMENT nostalgic television show library Content.", "file_path": "cuad/PacificapEntertainmentHoldingsInc_20051115_8-KA_EX-1.01_4300894_EX-1.01_Content License Agreement.txt"}, {"span": [2123, 2380], "answer": "PACIFICAP ENTERTAINMENT agrees to also allow THE HENRY FILM AND ENTERTAINMENT CORPORATION the right to redistribute, reproduce, retransmit, disseminate, sell, publish, broadcast or circulate the information contained in such PACIFICAP ENTERTAINMENT Content.", "file_path": "cuad/PacificapEntertainmentHoldingsInc_20051115_8-KA_EX-1.01_4300894_EX-1.01_Content License Agreement.txt"}]
Question: Consider the Manufacturing and Supply Agreement between Vapotherm, Inc. and Medica, S.p.A.; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [48995, 49480], "answer": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "file_path": "cuad/VAPOTHERM, INC. - Manufacturing and Supply Agreement.txt"}]
Question: Consider the Intellectual Property Agreement between Sony Electronics Inc. and GSI Technology, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [13616, 13801], "answer": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM  Intellectual Property rights licensed under this IP Agreement.", "file_path": "cuad/GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC..txt"}]
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [85867, 86115], "answer": "Except as set forth above, Depomed shall be under no liability whatsoever to compensate King or make any other payment to King for any decision to recall, initiate a market withdrawal or take any other corrective action with respect to the Product.", "file_path": "cuad/KINGPHARMACEUTICALSINC_08_09_2006-EX-10.1-PROMOTION AGREEMENT.txt"}, {"span": [92834, 93846], "answer": "In the event that a Depomed Supply Failure occurs, notwithstanding its compliance with its obligations under Section 6.1, to fulfill all orders for the Product generated by King activities in a timely and efficient manner, upon written notice to Depomed (a \"King Manufacturing Notice\"), King shall have, and hereby grants King, exercisable only in accordance with the provisions hereof, the right, but not the obligation, to manufacture, or have manufactured, the Product on behalf of Depomed, at Depomed's expense, including expenses related to the technical transfer of the Product, and Depomed will provide reasonable assistance to King in connection therewith, including by transferring or licensing to King all Technology necessary or useful to give King the capability of manufacturing the Product so that King can undertake manufacture of the Product; provided, however, that Depomed shall not be required to reimburse King for more than [***] percent ([***]%) of Depomed's standard cost for such Product.", "file_path": "cuad/KINGPHARMACEUTICALSINC_08_09_2006-EX-10.1-PROMOTION AGREEMENT.txt"}, {"span": [140028, 140485], "answer": "NEITHER KING NOR DEPOMED (WHICH FOR THE PURPOSES OF THIS SECTION 11.2 SHALL INCLUDE THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS) SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY PUNITIVE DAMAGES, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, RELATING TO OR ARISING FROM THIS AGREEMENT, EVEN IF SUCH DAMAGES MAY HAVE BEEN FORESEEABLE; PROVIDED THAT SUCH LIMITATION SHALL NOT APPLY IN THE CASE OF FRAUD OR WILLFUL MISCONDUCT.", "file_path": "cuad/KINGPHARMACEUTICALSINC_08_09_2006-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and CyberShop; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [47273, 47506], "answer": "This Agreement will be governed by and construed in             accordance with the laws of the State of New York, notwithstanding             the actual state or country of residence or incorporation of Excite             or Client.", "file_path": "cuad/GSVINC_05_15_1998-EX-10-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [1540, 2121], "answer": "PACIFICAP ENTERTAINMENT AGREES that all television shows, DVD Magazines, Internet Streaming Video Television Shows, Television Shorts, Radio Shows, Radio Shorts, Cell Phone Video Clips, Caller ID Video Clips, Promotional Commercials, Websites, Streaming Video Commercials, Streaming Video Highlight Shows, 24 Hour Nostalgia Sports Network, DVD Program Package, Television Show Series, stock footage library, and print promotional posters, created and or produced with any content provided by PACIFICAP ENTERTAINMENT are wholly owned by THE HENRY FILM AND ENTERTAINMENT CORPORATION.", "file_path": "cuad/PacificapEntertainmentHoldingsInc_20051115_8-KA_EX-1.01_4300894_EX-1.01_Content License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between At Home Corporation (Excite@Home) and e-centives, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [48147, 48345], "answer": "The term of this Agreement will begin on the Effective Date and will end      three (3) years from the date the Co-Branded Application becomes      accessible to Excite@Home Members (\"Launch Date\").", "file_path": "cuad/InvendaCorp_20000828_S-1A_EX-10.2_2588206_EX-10.2_Co-Branding Agreement.txt"}]
Question: Consider the Intellectual Property Rights Agreement between Rare Element Resources Ltd. and Synchron; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [4563, 5110], "answer": "Company grants to Investor, for the duration of the Option Period, a worldwide, royalty-free, non-exclusive, irrevocable license (with the right to grant sublicenses to Affiliates) under the Patents to practice the methods therein described and claimed and to make and have made, use, offer to sell, sell and import products made using such methods, and to make Improvements, and to engage in any activity which would give rise to a claim of infringement (direct or indirect or otherwise) of one or more of the Patents in the absence of a license.", "file_path": "cuad/RareElementResourcesLtd_20171019_SC 13D_EX-99.4_10897534_EX-99.4_Intellectual Property Agreement.txt"}, {"span": [5118, 5697], "answer": "Company further grants to Investor, during the duration of the Option Period, a worldwide, royalty-free, non-exclusive, irrevocable license (with the right to grant sublicenses to Affiliates) to use the Technical Information to practice the methods described and claimed in the Patents and to make and have made, use, offer to sell, sell and import products made using the methods, and to make Improvements, and to engage in any activity which would give rise to a claim of infringement (direct or indirect or otherwise) of one or more of the Patents in the absence of a license.", "file_path": "cuad/RareElementResourcesLtd_20171019_SC 13D_EX-99.4_10897534_EX-99.4_Intellectual Property Agreement.txt"}, {"span": [6781, 7207], "answer": "If the Option is exercised before the expiration of the Option Period, the license grants set forth in Articles 3.00 and 3.01 will become exclusive to Investor for a perpetual term, shall not be subject to a licensing fee, the granted licenses in favor of the Investor shall be deemed fully paid-up, and the rights granted to Investor under Articles 3.00 and 3.01 shall include the right to grant sublicenses to Third Parties.", "file_path": "cuad/RareElementResourcesLtd_20171019_SC 13D_EX-99.4_10897534_EX-99.4_Intellectual Property Agreement.txt"}, {"span": [14819, 15175], "answer": "Investor hereby agrees to grant to Company a non-exclusive, irrevocable, royalty-free license under any Investor Improvement and any patent claiming such Investor Improvement, solely for use in rare earth mineral processing and rare earth separation, to make and have made, use, offer to sell, sell and import products made using the Investor Improvements.", "file_path": "cuad/RareElementResourcesLtd_20171019_SC 13D_EX-99.4_10897534_EX-99.4_Intellectual Property Agreement.txt"}, {"span": [15805, 16048], "answer": "Investor hereby agrees to grant to Company a non-exclusive, irrevocable, royalty-free license under any Joint Improvement and any patent claiming such Joint Improvement solely for use in rare earth mineral processing and rare earth separation.", "file_path": "cuad/RareElementResourcesLtd_20171019_SC 13D_EX-99.4_10897534_EX-99.4_Intellectual Property Agreement.txt"}]
Question: Consider the Manufacturing and Supply Agreement between Vapotherm, Inc. and Medica, S.p.A.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [48995, 49480], "answer": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "file_path": "cuad/VAPOTHERM, INC. - Manufacturing and Supply Agreement.txt"}]
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [101415, 102455], "answer": "Upon 30 days prior written notice, such records shall be made available by the audited party for audit by an independent certified public accounting firm designated by the other party and reasonably acceptable to the party whose records are to be examined. The auditor will only examine such books and records during business hours but not more than once each fiscal year while this Agreement remains in effect and for three years thereafter in order to verify expenses, Net Sales, Depomed Net Sales, PDEs or Details completed, or payments due under this Agreement. The fees and expenses of the auditor performing such verification examination shall be borne by the party conducting the verification; provided, however, that if any verification reveals that the audited party has reported incorrectly, and the amount of such discrepancy is at least five percent of the aggregate amount that should have been reported for the period examined, then the audited party shall pay the entire amount of the fees and expenses for such verification.", "file_path": "cuad/KINGPHARMACEUTICALSINC_08_09_2006-EX-10.1-PROMOTION AGREEMENT.txt"}, {"span": [102461, 103212], "answer": "Each party shall have the right, upon five business days' prior written notice, to audit all applicable records of the other party (other than records described in Section 7.2(a)) for the purpose of determining the audited party's compliance with the obligations set forth in this Agreement, including with respect to training programs and certifications and records reports for the Samples. The audit will be conducted during normal business hours, at convenient times. Any such audit may be conducted no more than once each fiscal year. The fees and expenses of the auditing party shall be borne by such party. This right to audit shall extend throughout the term of this Agreement and for one year after expiration or termination of this Agreement.", "file_path": "cuad/KINGPHARMACEUTICALSINC_08_09_2006-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and CyberShop; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [30330, 31059], "answer": "The term of this Agreement will begin on the Launch Date and will             not end until Excite displays of a total of XXXXXXXXXXXXX             impressions of Client's advertising banners and promotional             placements on the Excite Site and Excite has made reasonable             commercial efforts to deliver, at minimum, a goal of XXXXXXXX             clickthroughs to the Client Site. Regardless of Excite's actual             delivery of impressions and clickthroughs, the term of this             Agreement will not be shorter than two (2) years after the display             of the first of Client's advertising banners and promotional             placements, subject to the termination rights set forth below.", "file_path": "cuad/GSVINC_05_15_1998-EX-10-SPONSORSHIP AGREEMENT.txt"}, {"span": [32014, 32364], "answer": "In the event that Excite has not delivered XXXXXXXXXXXXXXXX             clickthroughs to the Client Site by the end of twelve (12) months             after the Launch Date, the first year of the term of the Agreement             will be extended without additional sponsorship and advertising fees             for up to an additional four (4) months.", "file_path": "cuad/GSVINC_05_15_1998-EX-10-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between About.com, Inc. and ebix.com, Inc. for Insurance Information Channel; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [37571, 37811], "answer": "NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH.", "file_path": "cuad/EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement.txt"}]
Question: Consider the Content License Agreement between PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [6202, 6623], "answer": "PERFORMANCE: In lieu of PACIFICAP ENTERTAINMENT granting a 10 year Exclusive Content License to THE HENRY FILM AND ENTERTAINMENT CORPORATION, THE HENRY FILM AND ENTERTAINMENT CORPORATION agrees to share a minimum of $50,000.00 annually for each year of this Agreement. In the event of THE HENRY FILM AND ENTERTAINMENT CORPORATION, not fulfilling this minimum PERFORMANCE, PACIFICAP ENTERTAINMENT may cancel this Agreement", "file_path": "cuad/PacificapEntertainmentHoldingsInc_20051115_8-KA_EX-1.01_4300894_EX-1.01_Content License Agreement.txt"}]
Question: Consider the Intellectual Property Rights Agreement between Rare Element Resources Ltd. and Synchron; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [4563, 5110], "answer": "Company grants to Investor, for the duration of the Option Period, a worldwide, royalty-free, non-exclusive, irrevocable license (with the right to grant sublicenses to Affiliates) under the Patents to practice the methods therein described and claimed and to make and have made, use, offer to sell, sell and import products made using such methods, and to make Improvements, and to engage in any activity which would give rise to a claim of infringement (direct or indirect or otherwise) of one or more of the Patents in the absence of a license.", "file_path": "cuad/RareElementResourcesLtd_20171019_SC 13D_EX-99.4_10897534_EX-99.4_Intellectual Property Agreement.txt"}, {"span": [15176, 15489], "answer": "Such rights to Investor Improvements shall be solely for use by the Company and its Affiliates and shall not be transferable to any Third Party, except in connection with a merger, consolidation, or the sale or transfer of substantially all of Company's assets associated with performance under this IP Agreement.", "file_path": "cuad/RareElementResourcesLtd_20171019_SC 13D_EX-99.4_10897534_EX-99.4_Intellectual Property Agreement.txt"}]
Question: Consider the Manufacturing and Supply Agreement between Vapotherm, Inc. and Medica, S.p.A.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [48995, 49480], "answer": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "file_path": "cuad/VAPOTHERM, INC. - Manufacturing and Supply Agreement.txt"}]
Question: Consider the Intellectual Property Agreement between Armstrong Flooring, Inc., AFI Licensing LLC, AHF Holding, Inc., and Armstrong Hardwood Flooring Company; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [18218, 18866], "answer": "Arizona may sublicense the licenses granted herein to its Affiliates and Third Parties in the ordinary course of business in support of its and its Affiliates' business, but not for the independent use of Third Parties, and the Company may sublicense the licenses granted herein to Third Parties, its Subsidiaries, AWP, controlled Affiliates, or any holding company that is a direct or indirect parent of the Company in the ordinary course of business in support of its and its Subsidiaries' or controlled Affiliates' business, but not for the independent use of Third Parties (each such Affiliate, Third Party, AWP or Subsidiary, a \"Sublicensee\").", "file_path": "cuad/ARMSTRONGFLOORING,INC_01_07_2019-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT.txt"}]