orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [51979, 52543], "answer": "Notwithstanding anything to the contrary in this Agreement, each Party will bear full responsibility, without limit, for the following:\n\n(i) Gross Negligence or Willful Misconduct attributable to its personnel, and, in no event, will a Party be required to release or indemnify the other Party for Gross Negligence or Willful Misconduct attributable to the other Party; and\n\n(ii) its legal obligations to third parties wherein nothing in this Agreement is intended to impair a party's contribution and indemnity rights under law with respect to third party claims.", "file_path": "cuad/FuelcellEnergyInc_20191106_8-K_EX-10.1_11868007_EX-10.1_Development Agreement.txt"}]
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [36853, 37094], "answer": "During the Term of this Agreement, HealthGate shall accommodate one             employee or representative of Publishers at HealthGate's office for             the purpose of reviewing and understanding the operation of the             Site.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}, {"span": [37546, 38347], "answer": "The Publishers and/or their respective independent auditors,                     at no expense to HealthGate, and upon twenty (20) Business                     Days' written notice to HealthGate, shall have the right to                     conduct an operational audit pertaining to the fees and the                     Services rendered pursuant to this Agreement, including but                     not limited to having HealthGate process through any system                     test data supplied by the Publishers and/or their respective                     auditors, operate audit software on any system or download                     Publishers' Content and/or usage statistics to a computer                     designated by the Publishers, and/or their respective                     auditors.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}, {"span": [38681, 38924], "answer": "HealthGate shall make available for the Publishers and/or                     the Publishers' auditors inspection all records relating to                     the fees and to the Services provided pursuant to this                     Agreement.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}, {"span": [41806, 42126], "answer": "The Publishers and/or their auditors, at no expense to HealthGate,             and upon twenty (20)Business Days' written notice to HealthGate,             shall have the right to conduct a system backup and disaster             recovery audit with regard to the Services provided pursuant to this             Agreement.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}, {"span": [42351, 42613], "answer": "HealthGate shall allow the Publishers and/or their auditors access             to any site used by HealthGate as a backup facility, if HealthGate             can secure the rights for the Publishers and/or their auditors to             enter the backup facility.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}]
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [86126, 86501], "answer": "You agree to provide us, at your expense, and in a format that we reasonably specify, a complete set of annual financial statements prepared on a review basis by an independent certified public accountant (as to whom we do not have a reasonable objection) within ninety (90) days after the end of each fiscal year of the Franchised Business during the term of this Agreement.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}, {"span": [88266, 89050], "answer": "You also agree to submit to us (in addition to the reports required pursuant to Section 12.1.4 above), for review or auditing, such other forms, reports, records, information, and data as and when we may reasonably designate, in the form and format, and at the times and places as we may reasonably require, upon request and as specified periodically in the Manual or otherwise in writing, including: (a) information in electronic format; (b) restated in accordance with our financial reporting periods; (c) consistent with our then-current financial reporting periods and accounting practices and standards; and/or (d) a s necessary so that we can comply with reporting obligations imposed upon us by tax authorities with jurisdiction over the Franchised Business and/or our company.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}, {"span": [89251, 89597], "answer": "We have the right at all reasonable times to examine, copy, and/or personally review or audit (at our expense) all of your sales receipts, books, records, and sales and income tax returns in person or through electronic access (at our option). We will also have the right, at any time, to have an independent audit made of your books and records.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}, {"span": [90055, 90620], "answer": "If we conduct an inspection because you did not timely provide sales reports to us, or if an inspection discloses that you understated your sales, in any report to us (and/or underpaid your royalties), by three percent (3%) or more, or if you did not maintain and/or provide us with access to your records, then you agree (in addition to paying us the overdue amount and interest) to reimburse us for any and all costs and expenses we incur in connection with the inspection (including travel, lodging and wages expenses, and reasonable accounting and legal costs).", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}]
Question: Consider the Cooperation Agreement on Mobile Game Business between Dazzle Interactive Network Technologies Co., Ltd. and Shenzhen iDreamSky Technology Co., Ltd.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [60934, 61091], "answer": "Upon the expiry of this Agreement, this Agreement may be renewed automatically for one year (but can only be renewed once) if neither Party raises objection.", "file_path": "cuad/IDREAMSKYTECHNOLOGYLTD_07_03_2014-EX-10.39-Cooperation Agreement on Mobile Game Business.txt"}]
Question: Consider the Strategic Alliance Agreement between Yaskawa Electric Corporation and Argo Medical Technologies Ltd. for Healthcare Robotics; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [5884, 6240], "answer": "Unless sooner terminated in accordance with the provisions hereof, the initial term of this Agreement (\"Initial Term\") will be ten (10) years from the Effective Date, provided that at any time following the 7th anniversary of such date, either party may terminate such strategic alliance upon not less than 60 days' prior written notice to the other party.", "file_path": "cuad/REWALKROBOTICSLTD_07_10_2014-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Maintenance Agreement for Software Services between XIMAGE and SAGEM S.A.; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [13031, 13110], "answer": "All interventions on site are subject to a minimum total charge of      $2,000.", "file_path": "cuad/IMAGEWARESYSTEMSINC_12_20_1999-EX-10.22-MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [27523, 27724], "answer": "The Term shall automatically renew thereafter for successive 5-year terms unless either party provides prior written notice of termination not less than 90 days prior to the end of such five-year term.", "file_path": "cuad/LegacyEducationAllianceInc_20200330_10-K_EX-10.18_12090678_EX-10.18_Development Agreement.txt"}]
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [4273, 4475], "answer": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}, {"span": [12332, 12633], "answer": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}, {"span": [12639, 12915], "answer": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}, {"span": [16803, 16978], "answer": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}]
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [71615, 72916], "answer": "At the request of ExxonMobil, FCE will permit, at reasonable intervals and during regular business hours, during the Term of this Agreement and at least three (3) years thereafter, but no more than once per fiscal year, an independent certified public accounting firm of nationally recognized standing selected by ExxonMobil (and approved by FCE, which approval will not be unreasonably withheld) to inspect, during regular business hours, such books, records, and accounts and any part of the applicable operations and facilities of FCE relevant to this Agreement, and to have access to FCE's knowledgeable personnel, as may be necessary to determine the completeness and accuracy of any accounting and payments required to be made under this Agreement and compliance with other terms of this Agreement, subject to the following:\n\n(a) ExxonMobil and its employees or other representatives will have the right to reproduce for its internal records any of the documents kept by FCE in accordance with Paragraph 18.01 (Recordkeeping), such reproduced documents shall be subject to the confidentiality and use provisions contained in Article 4; and\n\n(b) all expenses of each such audit, including any pre-approved reasonable expenses incurred by FCE for such audit, will be for the account of ExxonMobil.", "file_path": "cuad/FuelcellEnergyInc_20191106_8-K_EX-10.1_11868007_EX-10.1_Development Agreement.txt"}, {"span": [72918, 73083], "answer": "FCE will cause any subcontractors to preserve documentation and allow ExxonMobil to audit such books, records, and accounts of subcontractors by way of auditing FCE.", "file_path": "cuad/FuelcellEnergyInc_20191106_8-K_EX-10.1_11868007_EX-10.1_Development Agreement.txt"}]
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [160475, 160920], "answer": "You agree to take such action as may be necessary to cancel any assumed name or equivalent registration which contains the mark \"Goosehead Insurance\"\n\nPage 46 of 80\n\n\n\n\n\nand any and all other Proprietary Marks, and/or any other service mark or trademark of ours, and you will give us evidence that we deem satisfactory to provide that you have complied with this obligation within five (5) days after termination or expiration of this Agreement.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between Yaskawa Electric Corporation and Argo Medical Technologies Ltd. for Healthcare Robotics; Is there a clause preventing the solicitation of employees in this contract?
Relevant contract clauses:
[{"span": [10661, 11098], "answer": "During the performance of the any of the collaborative efforts set forth in this Agreement, each of ARGO and YEC agrees not to engage in any attempt whatsoever to hire, or to engage as independent contractors, the other's employees or independent contractors during the term of the collaboration and for a period of twelve (12) months following expiration or termination of the collaboration, except as may be mutually agreed in writing.", "file_path": "cuad/REWALKROBOTICSLTD_07_10_2014-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Cooperation Agreement on Mobile Game Business between Dazzle Interactive Network Technologies Co., Ltd. and Shenzhen iDreamSky Technology Co., Ltd.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [60704, 60933], "answer": "This Agreement shall come into force as of January 1, 2013 and remain valid for 1 year. As of the effective date hereof, the original cooperation of mobile game business executed between the Parties shall terminate automatically.", "file_path": "cuad/IDREAMSKYTECHNOLOGYLTD_07_03_2014-EX-10.39-Cooperation Agreement on Mobile Game Business.txt"}]
Question: Consider the Maintenance Agreement for Software Services between XIMAGE and SAGEM S.A.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [19759, 19948], "answer": "The interests of MORPHO in this Agreement are personal and shall not be      assigned, transferred, shared or divided in any manner by MORPHO without a      prior written consent of XIMAGE.", "file_path": "cuad/IMAGEWARESYSTEMSINC_12_20_1999-EX-10.22-MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [7205, 7727], "answer": "The term \"Term\" shall mean an initial term of five years, automatically renewable thereafter for successive 5-year terms unless either party provides prior written notice of termination not less than 90 days prior to the end of such five-year term; provided, however, T&B shall have the right to terminate the license after the first year of the Term if LEA does not conduct the Business so as to meet the Cash Sales benchmarks set by the parties for years two through five of the Term, as set forth in Section 3.3, below.", "file_path": "cuad/LegacyEducationAllianceInc_20200330_10-K_EX-10.18_12090678_EX-10.18_Development Agreement.txt"}, {"span": [27417, 27522], "answer": "The Term shall commence upon the Effective Date and shall continue for an initial term of five (5) years.", "file_path": "cuad/LegacyEducationAllianceInc_20200330_10-K_EX-10.18_12090678_EX-10.18_Development Agreement.txt"}]
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [17205, 17564], "answer": "The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}]
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [71249, 71460], "answer": "Such books, records and accounts will be maintained for a period of at least three (3) years following the termination or expiration of this Agreement, provided there are no pending disputes between the Parties.", "file_path": "cuad/FuelcellEnergyInc_20191106_8-K_EX-10.1_11868007_EX-10.1_Development Agreement.txt"}]
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [9857, 9959], "answer": "Publishers grant to HealthGate a perpetual, royalty-free licence to             use the Specification.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}]
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [66065, 66646], "answer": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate. We will have the right to use those ideas, concepts, methods, techniques, and/or products without making payment to you. You agree not to use or allow any other person or entity to use any such concept, method, technique or product without obtaining our prior written approval.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between Yaskawa Electric Corporation and Argo Medical Technologies Ltd. for Healthcare Robotics; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [3662, 3896], "answer": "Pursuant to the DA, and subject to its terms, ARGO agreed to appoint YEC as the exclusive distributor of its products in the Territory specified therein, and YEC agreed to market and distribute Argo's products in a professional manner", "file_path": "cuad/REWALKROBOTICSLTD_07_10_2014-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Cooperation Agreement for CDQ and Waste Heat Power Generation Project between Xi'an Zhonghong New Energy Technology Co., Ltd. and Boxing County Chengli Gas Supply Co., Ltd.; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [5980, 6252], "answer": "For the amount of electricity generated up to 800 million KWH after the project is put into operation, it shall be charged of the energy saving service fee at 0.40 RMB/KWH. After 800 million KWH, it shall be charged energy saving service fee with the rate of 0.20 RMB/KWH.", "file_path": "cuad/CHINARECYCLINGENERGYCORP_11_14_2013-EX-10.6-Cooperation Agreement.txt"}]
Question: Consider the Maintenance Agreement for Software Services between XIMAGE and SAGEM S.A.; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [4752, 5028], "answer": "This      Agreement shall automatically renew for consecutive one (1) year terms      at XIMAGE's then prevailing rates at the end of each one (1) year term      unless either party gives at least sixty (60) days prior written notice      of the non-renewal of this Agreement.", "file_path": "cuad/IMAGEWARESYSTEMSINC_12_20_1999-EX-10.22-MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [4333, 4660], "answer": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein.", "file_path": "cuad/HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement.txt"}, {"span": [5375, 5746], "answer": "Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person.", "file_path": "cuad/HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement.txt"}]
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [12639, 12915], "answer": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}]
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [16662, 17094], "answer": "HealthGate hereby grants to the Publishers a non-exclusive             non-transferable licence to use the Proprietary Software for the             purposes of this Agreement\n\n            Save in relation to the Publishers' logos, trademarks, and content,             HealthGate may use and/or licence the Proprietary Software for             itself or for others without any compensation or liability to the             Publishers.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}, {"span": [17642, 18531], "answer": "On termination of the provision of the Services by                     HealthGate to the Publishers for whatever reason, HealthGate                     shall at the Publishers' option:\n\n                          (i) grant to the Publishers a non-exclusive                     non-transferable licence to use the Proprietary Software for                     the purposes of using, developing, enhancing and maintaining                     the Site and carrying out any or all of the activities                     previously carried out by HealthGate or on its behalf under                     this Agreement\n\n                          (ii) exercise best endeavours to grant to the                     Publishers a non-exclusive non-transferable licence to use                     the Third Party Software for the Site when and to the extent                     requested by the Publishers.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}]
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; Does the licensor's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [66065, 66600], "answer": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate. We will have the right to use those ideas, concepts, methods, techniques, and/or products without making payment to you. You agree not to use or allow any other person or entity to use any such concept, method, technique or product", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between Yaskawa Electric Corporation and Argo Medical Technologies Ltd. for Healthcare Robotics; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [13495, 13602], "answer": "This agreement will be governed by and must be construed in accordance with the laws of the State of Israel", "file_path": "cuad/REWALKROBOTICSLTD_07_10_2014-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Cooperation Agreement for CDQ and Waste Heat Power Generation Project between Xi'an Zhonghong New Energy Technology Co., Ltd. and Boxing County Chengli Gas Supply Co., Ltd.; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [11698, 11979], "answer": "From the starting day of the project, Party B must ensure that the coking system works properly and working hours of the CDQ system must be no less than 8,000 hours/year. Party A must ensure the waste heat power generation system of CDQ working hours no less than 7,200 hours/year.", "file_path": "cuad/CHINARECYCLINGENERGYCORP_11_14_2013-EX-10.6-Cooperation Agreement.txt"}]
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [1604, 1979], "answer": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "file_path": "cuad/HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement.txt"}]
Question: Consider the Maintenance Agreement for Software Services between XIMAGE and SAGEM S.A.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [4752, 5028], "answer": "This      Agreement shall automatically renew for consecutive one (1) year terms      at XIMAGE's then prevailing rates at the end of each one (1) year term      unless either party gives at least sixty (60) days prior written notice      of the non-renewal of this Agreement.", "file_path": "cuad/IMAGEWARESYSTEMSINC_12_20_1999-EX-10.22-MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [11594, 11685], "answer": "This agreement shall be governed by the Laws of England (English common and statutory Law).", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}]
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [31270, 31693], "answer": "To the extent not already granted pursuant to the License Agreement, FCE grants ExxonMobil and its Affiliates a worldwide, non-exclusive, royalty-free, irrevocable, perpetual, sub-licensable, non-transferable (except pursuant to Article 14 (Assignment)) right and license to practice FCE Background Information and FCE Background Patents for Generation 2 Technology in Carbon Capture Applications and Hydrogen Applications.", "file_path": "cuad/FuelcellEnergyInc_20191106_8-K_EX-10.1_11868007_EX-10.1_Development Agreement.txt"}]
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [9857, 9959], "answer": "Publishers grant to HealthGate a perpetual, royalty-free licence to             use the Specification.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}, {"span": [16662, 17094], "answer": "HealthGate hereby grants to the Publishers a non-exclusive             non-transferable licence to use the Proprietary Software for the             purposes of this Agreement\n\n            Save in relation to the Publishers' logos, trademarks, and content,             HealthGate may use and/or licence the Proprietary Software for             itself or for others without any compensation or liability to the             Publishers.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}, {"span": [17642, 18531], "answer": "On termination of the provision of the Services by                     HealthGate to the Publishers for whatever reason, HealthGate                     shall at the Publishers' option:\n\n                          (i) grant to the Publishers a non-exclusive                     non-transferable licence to use the Proprietary Software for                     the purposes of using, developing, enhancing and maintaining                     the Site and carrying out any or all of the activities                     previously carried out by HealthGate or on its behalf under                     this Agreement\n\n                          (ii) exercise best endeavours to grant to the                     Publishers a non-exclusive non-transferable licence to use                     the Third Party Software for the Site when and to the extent                     requested by the Publishers.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}, {"span": [22534, 22671], "answer": "The Publishers grant to HealthGate a royalty-free licence for the             purpose of testing, demonstrating, and evaluating the Site.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}]
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [146225, 146529], "answer": "You agree that neither you nor any Principal of yours will transfer or attempt to transfer any or all of your Franchised Business to a third party who will operate a similar business at the Approved Location but not under the System and the Proprietary Marks, and not under a franchise agreement with us.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between Yaskawa Electric Corporation and Argo Medical Technologies Ltd. for Healthcare Robotics; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [5884, 6240], "answer": "Unless sooner terminated in accordance with the provisions hereof, the initial term of this Agreement (\"Initial Term\") will be ten (10) years from the Effective Date, provided that at any time following the 7th anniversary of such date, either party may terminate such strategic alliance upon not less than 60 days' prior written notice to the other party.", "file_path": "cuad/REWALKROBOTICSLTD_07_10_2014-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Cooperation Agreement for CDQ and Waste Heat Power Generation Project between Xi'an Zhonghong New Energy Technology Co., Ltd. and Boxing County Chengli Gas Supply Co., Ltd.; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [2912, 3036], "answer": "Party A shall charge Party B energy saving service fee according to the income from CDQ waste heat power generation station.", "file_path": "cuad/CHINARECYCLINGENERGYCORP_11_14_2013-EX-10.6-Cooperation Agreement.txt"}, {"span": [5045, 5123], "answer": "Each party shares 50% of the policy rebate, award, and preferential treatment.", "file_path": "cuad/CHINARECYCLINGENERGYCORP_11_14_2013-EX-10.6-Cooperation Agreement.txt"}]
Question: Consider the Maintenance Agreement for Software Services between XIMAGE and SAGEM S.A.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [4540, 4751], "answer": "XIMAGE's obligations hereunder shall become effective upon the      \"Effective Date\" and, unless sooner terminated as provided herein, shall      remain in full force and effect for at least one year thereafter.", "file_path": "cuad/IMAGEWARESYSTEMSINC_12_20_1999-EX-10.22-MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [1604, 1979], "answer": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "file_path": "cuad/HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement.txt"}]
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [1240, 1544], "answer": "This agreement will be automatically renewed at the end of every ten (10) year term, with each subsequent term of renewal being for a ten (10) year term. A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}]
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [9724, 9843], "answer": "HealthGate hereby assign all present and future copyright in the             Blackwell Specification to the Publishers.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}, {"span": [44773, 44890], "answer": "HealthGate hereby             assigns all right, title and interest in and to the same to the             Publishers.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}]
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [66065, 66646], "answer": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate. We will have the right to use those ideas, concepts, methods, techniques, and/or products without making payment to you. You agree not to use or allow any other person or entity to use any such concept, method, technique or product without obtaining our prior written approval.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}, {"span": [75324, 75902], "answer": "non-exclusive, and we therefore have the right, among other things: 9.3.6.1 To use the Proprietary Marks ourselves in connection with selling Services and products; 9.3.6.2 To grant other licenses for the Proprietary Marks, in addition to licenses we may have already granted to existing franchisees; and\n\nPage 22 of 80\n\n\n\n\n\n9.3.6.3 To develop and establish other systems using the same or similar Proprietary Marks, or any other proprietary marks, and to grant licenses or franchises for those other marks without giving you any rights to those other marks. 9.4 Change to Marks", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}, {"span": [108744, 108990], "answer": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between Allscripts Healthcare, LLC and Phreesia, Inc.; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [60298, 60876], "answer": "At the Company's expense, the Company will maintain policies of insurance with insurance companies having a financial strength rating no lower than \"A\" and a size category not lower than \"XII\" as rated by the A.M. Best Company, and in amounts which are reasonable and prudent in light of the Company's business, potential liabilities to Allscripts hereunder, and other relevant factors, including the following: (i) Commercial General Liability insurance [***] (ii) Errors and Omissions insurance [***] and (iii) Workers' Compensation insurance with applicable statutory limits.", "file_path": "cuad/PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [60882, 61013], "answer": "Allscripts will be named as an additional insured under the foregoing policies, each of which will be primary and non-contributory.", "file_path": "cuad/PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Cooperation Agreement for CDQ and Waste Heat Power Generation Project between Xi'an Zhonghong New Energy Technology Co., Ltd. and Boxing County Chengli Gas Supply Co., Ltd.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [6255, 6464], "answer": "The term of the agreement is 20 years, during which if any main equipment of any Party stops operation due to technical problem or at the end of its life cycle, the agreement shall be automatically terminated.", "file_path": "cuad/CHINARECYCLINGENERGYCORP_11_14_2013-EX-10.6-Cooperation Agreement.txt"}]
Question: Consider the Maintenance Agreement between Netzee, Inc. and Bankers Bank; Are there any price restrictions or controls specified in this contract?
Relevant contract clauses:
[{"span": [685, 958], "answer": "Following the completion of such maintenance term, Bankers Bank may, at its option, renew maintenance for subsequent periods of one (1) year each, subject to adjustments proposed by Netzee not to exceed 5% at least sixty (60) days in advance of the applicable renewal date.", "file_path": "cuad/NETZEEINC_11_14_2002-EX-10.3-MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [4034, 4332], "answer": "Subject to Developer's expressly granted rights under this Agreement, Developer acknowledges and agrees that DSS shall own all right, title, and interest in and to the Technology, the Improvements, its Intellectual Property, and all future derivative works derived therefrom or developed hereunder.", "file_path": "cuad/HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement.txt"}, {"span": [5002, 5204], "answer": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "file_path": "cuad/HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement.txt"}]
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [1240, 1393], "answer": "This agreement will be automatically renewed at the end of every ten (10) year term, with each subsequent term of renewal being for a ten (10) year term.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}]
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; Are there any price restrictions or controls specified in this contract?
Relevant contract clauses:
[{"span": [25881, 26120], "answer": "The Use Fees shall remain the             same as in the Initial Period and the fee for the Services shall not             exceed $7000 for additional journals, $2000 maintenance fee on             existing journals and $2000 per Gigabyte.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}]
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [131023, 131271], "answer": "You understand and acknowledge that the rights and duties set forth in this Agreement are personal to you, and that we have granted this franchise in reliance on your (or your Principals') business skill, financial capacity, and personal character.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}, {"span": [131833, 132138], "answer": "Any purported assignment or transfer not having our prior written consent as required by this Section 16 will be null and void and will also constitute a material breach of this Agreement, for which we may immediately terminate this Agreement without opportunity to cure, pursuant to Section 17.2.5 below.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}, {"span": [173840, 175119], "answer": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above: 19.5.1 you will not directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person, firm, partnership, corporation, or other entity, sell, assign, lease, and/or transfer the Approved Location to any person, firm, partnership, corporation, or other entity that you know, or have reason to know, intends to operate a Competitive Business at the Approved Location; and 19.5.2 you will not solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business. 19.5.3 You agree that, by the terms of any conveyance, selling, assigning, leasing or transferring your interest in the Approved Location, you shall include these restrictive covenants as necessary to ensure that a Competitive Business that would violate this Section is not operated at the Approved Location for this two-year period, and you will take all steps necessary to ensure that these restrictive covenants become a matter of public record.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}]
Question: Consider the Collaboration Agreement between MacroGenics, Inc. and Green Cross Corp. for Development of MGAH22; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [118196, 118451], "answer": "NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES OR FOR LOST PROFITS ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/MACROGENICSINC_08_02_2013-EX-10-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Maintenance Agreement between Netzee, Inc. and Bankers Bank; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [685, 958], "answer": "Following the completion of such maintenance term, Bankers Bank may, at its option, renew maintenance for subsequent periods of one (1) year each, subject to adjustments proposed by Netzee not to exceed 5% at least sixty (60) days in advance of the applicable renewal date.", "file_path": "cuad/NETZEEINC_11_14_2002-EX-10.3-MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Allscripts Healthcare, LLC and Phreesia, Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [95780, 97269], "answer": "The Company's obligations to provide defense and indemnity pursuant to this Section 22 will be reduced to the extent that the Claim or Loss was caused by (a) the Indemnified Person's creation of modifications to the Installed Software, Subscription Software Services, Developer App, Merchant Processing Services, Documentation, Company Marketing Materials, or Services, unless such modifications (i) were authorized in writing by the Company or were otherwise directed in writing or caused by the Indemnifying Party or (ii) were contemplated and permitted as a feature of any of the Installed Software or Subscription Software Services or Merchant Processing Services, and in each case solely to the extent such Claim would not have occurred but for such modifications; (b) the Indemnified Person's failure to use updates or corrections made available by the Indemnifying Party, but solely to the extent such Claim would not have occurred if such updates or corrections had been used; or (c) the operation of Allscripts' products or services or the combination or use of the Installed Software, Developer App, Subscription Software Services or Merchant Processing Services or Services in conjunction with Allscripts' products or services (unless directed in writing or caused by the Company), if such Claim would not have arisen but for such combination or use, and except to the extent arising from any combination performed by or on behalf of the Company in connection with the Services.", "file_path": "cuad/PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [97343, 97784], "answer": "EXCEPT AS OTHERWISE SET FORTH IN SECTION 23.2, IN NO EVENT WILL ANY PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY LOST PROFITS OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN NOTIFIED OF THE POTENTIAL FOR SUCH DAMAGES, OR WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, TORT, OR OTHERWISE.", "file_path": "cuad/PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [97797, 98132], "answer": "EXCEPT AS OTHERWISE SET FORTH IN SECTION 23.2, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AND DAMAGES UNDER THIS AGREEMENT, WHETHER ARISING BY STATUTE, CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PAID BY ALLSCRIPTS TO COMPANY HEREUNDER DURING THE [***] PRECEDING THE EVENT GIVING RISE TO THE CLAIM.", "file_path": "cuad/PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT.txt"}]