orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [103074, 103212], "answer": "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"}, {"span": [105475, 105918], "answer": "Following the termination of this Agreement at the conclusion of the initial five year term or any additional term, for each of the eight full calendar quarters following such termination, Depomed shall pay to King an amount equal to, in each of the first four such calendar quarters, [***]% of the Net Sales for each such quarter and, in each of the fifth through eighth such calendar quarters, [***]% of such Net Sales for each such quarter.", "file_path": "cuad/KINGPHARMACEUTICALSINC_08_09_2006-EX-10.1-PROMOTION AGREEMENT.txt"}, {"span": [151361, 152005], "answer": "During the Term and for a period of two (2) years after any expiration or termination of this Agreement, each party shall maintain (i) a commercial general liability insurance policy or policies with minimum limits of $[***] per occurrence and $[***] in the aggregate on an annual basis and (ii) a product liability insurance policy or policies with minimum limits of $[***] per occurrence and $[***] in the aggregate on an annual basis; provided that the minimum product liability policy limits set forth above shall be increased to at least $[***] per occurrence and $[***] in the aggregate on an annual basis no later than December 31, 2006.", "file_path": "cuad/KINGPHARMACEUTICALSINC_08_09_2006-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between About.com, Inc. and ebix.com, Inc. for Insurance Information Channel; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [19547, 20051], "answer": "About shall have the right to examine, or to have examined by a representative of About, ebix's books and records to verify the accuracy of payments made to About for a maximum period of last 6 months preceding a written notice of About, pursuant to this Agreement. About shall provide ebix with at least thirty (30) days' prior notice of an audit and such audit shall be conducted at ebix's offices for a maximum period of two business days, during regular business hours, subject to ebix's cooperation.", "file_path": "cuad/EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement.txt"}]
Question: Consider the Sponsorship Agreement between drkoop.com, inc. and Vitamin Shoppe Industries, Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [27255, 27661], "answer": "EXCEPT AS SET FORTH IN SECTION 6.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHERWISE AND IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.", "file_path": "cuad/DRKOOPCOMINC_04_21_1999-EX-10.28-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [4802, 5581], "answer": "In lieu of PACIFICAP ENTERTAINMENT granting a 10 year Exclusive Content License to THE HENRY FILM AND ENTERTAINMENT CORPORATION, THE HENRY FILM ANDENTERTAINMENT CORPORATION agrees to share 10% of the net revenue from any and all advertising sales, Syndication Fees and Licensing fees generated from 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.", "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; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [5975, 6108], "answer": "The non- exclusive rights granted to Investor under this Article 3.02 do not 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": [7887, 8204], "answer": "Such reserved non-exclusive license 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 the Company's assets associated with the performance of this IP Agreement.", "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"}, {"span": [16049, 16339], "answer": "Such rights to Joint Improvements shall be solely for use by the Company 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 Intellectual Property Agreement between Armstrong Flooring, Inc., AFI Licensing LLC, AHF Holding, Inc., and Armstrong Hardwood Flooring Company; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [12622, 13231], "answer": "Subject to the terms and conditions of this Agreement, Arizona hereby grants to the Company a limited, non- exclusive, royalty-free, non-sublicensable (except as set forth in Section 7.1), non-assignable license in, to and under the Arizona Licensed Trademarks for the Arizona Trademark License Term for use in the Company Field throughout the world only in the form and manner that such Arizona Licensed Trademarks are used in the Business as of the Closing, provided that the Company shall use commercially reasonable efforts to present the Arizona Licensed Trademarks in the form set forth on Schedule 6.1.", "file_path": "cuad/ARMSTRONGFLOORING,INC_01_07_2019-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT.txt"}, {"span": [13270, 13727], "answer": "Subject to the terms and conditions of this Agreement, Arizona hereby grants to the Company a limited, non- exclusive, royalty-free, non-sublicensable (except as set forth in Section 7.1), non-assignable (except as set forth in Section 13.2) license in, to and under the Diamond Licensed Trademarks for the Diamond Trademark License Term for use with respect to the Diamond Product throughout the world only in the form and manner set forth on Schedule 6.2.", "file_path": "cuad/ARMSTRONGFLOORING,INC_01_07_2019-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [22853, 23077], "answer": "At no time shall IAC challenge or assist others to challenge the Sonos Marks, or registrations thereof, or attempt to register any trademarks, service marks, trade names or other marks confusingly similar to the Sonos Marks.", "file_path": "cuad/Sonos, Inc. - Manufacturing Agreement .txt"}]
Question: Consider the Sponsorship Agreement between drkoop.com, inc. and Vitamin Shoppe Industries, Inc.; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [27255, 27661], "answer": "EXCEPT AS SET FORTH IN SECTION 6.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHERWISE AND IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.", "file_path": "cuad/DRKOOPCOMINC_04_21_1999-EX-10.28-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [27994, 28354], "answer": "During the Term, subject to the terms and conditions of this Agreement, Depomed hereby grants to King and its Affiliates and King and its Affiliates hereby accept a co-exclusive right to Promote the Product under the Depomed Trademarks in the Territory together with Depomed and its Affiliates only, on the terms and subject to the conditions set forth herein.", "file_path": "cuad/KINGPHARMACEUTICALSINC_08_09_2006-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the Content License Agreement between PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION; Does this contract include an exclusivity agreement?
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"}]
Question: Consider the Co-Branding Agreement between About.com, Inc. and ebix.com, Inc. for Insurance Information Channel; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [20432, 20869], "answer": "Subject to the terms and conditions of this Agreement, ebix hereby grants       to About a limited, non-transferable, fully-paid, worldwide, non-exclusive       right and license to use, reproduce, adapt (but only to pursuant to its       rights under this Agreement), incorporate, integrate and distribute the       ebix Marks and ebix Content, during the Term, solely as necessary to       perform its obligations under this Agreement.", "file_path": "cuad/EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement.txt"}]
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [86288, 86785], "answer": "[*] will have insurance policies with reputable insurers to provide coverage and amounts that secure its obligations and potential liabilities under this Agreement. [*] is responsible for all premiums, deductibles and retentions for such insurance. After this Agreement expires or terminates, [*] will either have an active policy or purchase an extended reporting period that has coverage for claims first made and reported to the insurer within 2 years after this Agreement expires or terminates", "file_path": "cuad/Sonos, Inc. - Manufacturing Agreement .txt"}]
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [54352, 54655], "answer": "Depomed shall, and does hereby, grant to King a royalty-free license to use and reproduce such materials solely in conjunction with its Promotion of the Product pursuant to this Agreement, which license shall not be assignable or transferable by King, except in accordance with the terms of Section 2.2.", "file_path": "cuad/KINGPHARMACEUTICALSINC_08_09_2006-EX-10.1-PROMOTION AGREEMENT.txt"}, {"span": [63634, 63982], "answer": "Depomed hereby grants to King a non-assignable, non- sublicensable, non-exclusive, royalty-free right and license to use the Depomed Trademarks in the Territory solely in connection with King's Promotion of the Product in accordance with this Agreement; provided King may assign and sublicense such right and license in accordance with Section 2.2.", "file_path": "cuad/KINGPHARMACEUTICALSINC_08_09_2006-EX-10.1-PROMOTION AGREEMENT.txt"}, {"span": [65589, 65869], "answer": "King hereby grants to Depomed a non-assignable, non-sublicensable (except to any Third Party acting as the Depomed Sales Force), non-exclusive, royalty-free right and license to use the King Trademarks in the Territory solely in connection with Depomed's Promotion of the Product.", "file_path": "cuad/KINGPHARMACEUTICALSINC_08_09_2006-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the Content License Agreement between PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [9276, 9544], "answer": "After the Initial Term, this Agreement will be automatically renewed for successive additional 3~year periods (\"Extension Terms\"), unless otherwise terminated by either party by giving notice to the other party not less than sixty (60) days prior to the end of a Term.", "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; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [15497, 15797], "answer": "Investor shall own all right, title and interest in any Improvement made jointly by Company and Investor (\"Joint Improvements\") during the term of this IP Agreement, and Company agrees to and hereby does assign to Investor any right, title and interest it may otherwise have in any Joint Improvement.", "file_path": "cuad/RareElementResourcesLtd_20171019_SC 13D_EX-99.4_10897534_EX-99.4_Intellectual Property Agreement.txt"}]
Question: Consider the Sponsorship Agreement between drkoop.com, inc. and Vitamin Shoppe Industries, Inc.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [12097, 12884], "answer": "Subject to the terms and conditions hereof, Sponsor hereby represents and warrants that it has the power and authority to grant, and does hereby grant to drkoop.com a non-exclusive, non-transferable, royalty-free, worldwide license to reproduce and display all logos, trademarks, trade names and similar identifying material relating to Sponsor (the \"Sponsor Marks\") solely in connection with the promotion, marketing and distribution of the parties and the Sites in accordance with the terms hereof, provided, however, that drkoop.com shall, other than as specifically provided for in this Agreement, not make any specific use of any Sponsor Mark without first submitting a sample of such use to Sponsor and obtaining its prior consent, which consent shall not be unreasonably withheld.", "file_path": "cuad/DRKOOPCOMINC_04_21_1999-EX-10.28-SPONSORSHIP AGREEMENT.txt"}, {"span": [13023, 13919], "answer": "Subject to the terms and conditions hereof, drkoop.com hereby represents that it has the power and authority to grant, and does hereby grant to Sponsor a non-exclusive, non-transferable, royalty-free, worldwide license to reproduce and display all logos, trademarks, trade names and similar identifying material relating to drkoop.com and, solely as allowed pursuant to this Agreement, to the Dr. C. Everett Koop name (collectively, the \"drkoop.com Marks\") solely in connection with the promotion, marketing and distribution of the parties and the Sites in accordance with the terms hereof, provided, however, that Sponsor shall, other than as specifically provided for in Section 4.4 of this Agreement, not make any specific use of any drkoop.com Marks without first submitting a sample of such use to drkoop.com and obtaining its prior consent, which consent shall not be unreasonably withheld.", "file_path": "cuad/DRKOOPCOMINC_04_21_1999-EX-10.28-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between About.com, Inc. and ebix.com, Inc. for Insurance Information Channel; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [20432, 20869], "answer": "Subject to the terms and conditions of this Agreement, ebix hereby grants       to About a limited, non-transferable, fully-paid, worldwide, non-exclusive       right and license to use, reproduce, adapt (but only to pursuant to its       rights under this Agreement), incorporate, integrate and distribute the       ebix Marks and ebix Content, during the Term, solely as necessary to       perform its obligations under this Agreement.", "file_path": "cuad/EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement.txt"}]
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [57444, 57668], "answer": "Pursuant to Exhibit E, IAC shall provide the RMA and repair services to Sonos upon request for a minimum of [*] from the date on which Sonos discontinues the sale of any Product on the terms and conditions set forth therein.", "file_path": "cuad/Sonos, Inc. - Manufacturing Agreement .txt"}, {"span": [59025, 59381], "answer": "IAC hereby represents and warrants that for a period of [*] after the Manufacturing Date (the \"Warranty Period\"), a Product Unit will be free from defects in manufacturing process and defects in workmanship, will conform to general expectations of performance of wireless audio products and will conform to the Statement of Work for the applicable Product.", "file_path": "cuad/Sonos, Inc. - Manufacturing Agreement .txt"}]
Question: Consider the Sponsorship Agreement between drkoop.com, inc. and Vitamin Shoppe Industries, Inc.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [12097, 12884], "answer": "Subject to the terms and conditions hereof, Sponsor hereby represents and warrants that it has the power and authority to grant, and does hereby grant to drkoop.com a non-exclusive, non-transferable, royalty-free, worldwide license to reproduce and display all logos, trademarks, trade names and similar identifying material relating to Sponsor (the \"Sponsor Marks\") solely in connection with the promotion, marketing and distribution of the parties and the Sites in accordance with the terms hereof, provided, however, that drkoop.com shall, other than as specifically provided for in this Agreement, not make any specific use of any Sponsor Mark without first submitting a sample of such use to Sponsor and obtaining its prior consent, which consent shall not be unreasonably withheld.", "file_path": "cuad/DRKOOPCOMINC_04_21_1999-EX-10.28-SPONSORSHIP AGREEMENT.txt"}, {"span": [13023, 13919], "answer": "Subject to the terms and conditions hereof, drkoop.com hereby represents that it has the power and authority to grant, and does hereby grant to Sponsor a non-exclusive, non-transferable, royalty-free, worldwide license to reproduce and display all logos, trademarks, trade names and similar identifying material relating to drkoop.com and, solely as allowed pursuant to this Agreement, to the Dr. C. Everett Koop name (collectively, the \"drkoop.com Marks\") solely in connection with the promotion, marketing and distribution of the parties and the Sites in accordance with the terms hereof, provided, however, that Sponsor shall, other than as specifically provided for in Section 4.4 of this Agreement, not make any specific use of any drkoop.com Marks without first submitting a sample of such use to drkoop.com and obtaining its prior consent, which consent shall not be unreasonably withheld.", "file_path": "cuad/DRKOOPCOMINC_04_21_1999-EX-10.28-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [9276, 9544], "answer": "After the Initial Term, this Agreement will be automatically renewed for successive additional 3~year periods (\"Extension Terms\"), unless otherwise terminated by either party by giving notice to the other party not less than sixty (60) days prior to the end of a Term.", "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 About.com, Inc. and ebix.com, Inc. for Insurance Information Channel; Does this contract provide for joint intellectual property ownership?
Relevant contract clauses:
[{"span": [23330, 23502], "answer": "Upon request by About, ebix       shall provide About with About Customer Data in the aggregated form, which       aggregated form shall be jointly owned by ebix and About.", "file_path": "cuad/EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement.txt"}]
Question: Consider the Intellectual Property Rights Agreement between Rare Element Resources Ltd. and Synchron; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [10473, 10663], "answer": "Any assignment or agreement or other transaction by Company that fails to be in complete compliance with this Article 3.07 or any other provision of this IP Agreement shall be null and void.", "file_path": "cuad/RareElementResourcesLtd_20171019_SC 13D_EX-99.4_10897534_EX-99.4_Intellectual Property Agreement.txt"}, {"span": [22190, 22403], "answer": "Investor will not assign to any Third Party any rights under this IP Agreement not specifically transferable by its terms without the prior written consent of Company, such consent not to be unreasonably withheld.", "file_path": "cuad/RareElementResourcesLtd_20171019_SC 13D_EX-99.4_10897534_EX-99.4_Intellectual Property Agreement.txt"}]
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [73564, 74567], "answer": "EXCEPT IN THE EVENT OF A VIOLATION OF SECTION 3 (OWNERSHIP; GRANT OF RIGHTS: TRADEMARKS USAGE), OR FOR EACH PARTY'S OBLIGATIONS UNDER SECTION 11 (INDEMNITY), OR BREACH OF SECTION 12 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT. EXCEPT IN THE EVENT OF A VIOLATION OF SECTION 3 (OWNERSHIP; GRANT OF RIGHTS: TRADEMARKS USAGE), OR FOR EACH PARTY'S OBLIGATIONS UNDER SECTION 11 (INDEMNITY), OR BREACH OF SECTION 12 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY SONOS FOR THE PRODUCTS IN THE [*] PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THIS SECTION DOES NOT LIMIT EITHER PARTY'S LIABILITY FOR PERSONAL INJURY, DEATH, OR DAMAGE TO TANGIBLE PROPERTY.", "file_path": "cuad/Sonos, Inc. - Manufacturing Agreement .txt"}, {"span": [76417, 76703], "answer": "In such case, Sonos' sole liability shall be limited to payment of the amount due under this Agreement, all the Component(s) procured by IAC, and any finished and work-in-process Products provided such Components and Products liabilities were incurred in compliance with this Agreement.", "file_path": "cuad/Sonos, Inc. - Manufacturing Agreement .txt"}, {"span": [88905, 89024], "answer": "In any event, the maximum Sonos liability for such cancellation or reduction will be limited to [*], provided that [*].", "file_path": "cuad/Sonos, Inc. - Manufacturing Agreement .txt"}]
Question: Consider the Sponsorship Agreement between drkoop.com, inc. and Vitamin Shoppe Industries, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [32791, 33514], "answer": "Neither party may assign this Agreement, in whole or in part, without the other party's written consent, which consent will not be unreasonably withheld, except that: (a) a party's rights and obligation hereunder may be transferred to a successor of all or substantially all of the\n\n\n\n\n\nbusiness and assets of the party regardless of how the transaction or series of related transactions is structured, provided, that the successor party agrees to be bound by all of the terms and conditions of this Agreement; and (b) Sponsor may assign its rights and obligations under this Agreement to any entity (i) which operates the Sponsor Website and (ii) which agrees to bound by all of the terms and conditions of this Agreement.", "file_path": "cuad/DRKOOPCOMINC_04_21_1999-EX-10.28-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Intellectual Property Agreement between Armstrong Flooring, Inc., AFI Licensing LLC, AHF Holding, Inc., and Armstrong Hardwood Flooring Company; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [28812, 30051], "answer": "Except as otherwise provided in this Agreement, including under Section 7.1, neither this Agreement nor any of the rights, interests or obligations of any Party under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise, by either Party without the prior written consent of the other Party; provided, however, that (a) either Party may assign any of the foregoing in connection with the sale or other transfer of the applicable business or assets of such Party or its Affiliates to which this Agreement relates (except that neither of the Buyer Entities may assign any such rights, interests or obligations with respect to the Arizona Licensed Trademarks); (b) Arizona may assign any of the foregoing to one or more of its Affiliates and (c) the Company and Buyer may assign any of the foregoing to one or more of its Subsidiaries, controlled Affiliates, AWP, or any holding company that is a direct or indirect parent of the Company; provided that in each case (b) and (c), no assignment shall relieve the assigning Party of any of its obligations under this Agreement unless agreed to by the non-assigning Party. Any assignment or other disposition in violation of the preceding sentence shall be void.", "file_path": "cuad/ARMSTRONGFLOORING,INC_01_07_2019-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between About.com, Inc. and ebix.com, Inc. for Insurance Information Channel; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [35771, 36050], "answer": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month perio", "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; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [8890, 9275], "answer": "This Agreement will become effective as of the last date of signature (Effective Date) and shall, unless sooner terminated as provided below or as otherwise agreed, remain effective for an initial term of 10 Years following the first date of public availability of the PACIFICAP ENTERTAINMENT Content within a THE HENRY FILM AND ENTERTAINMENT CORPORATION Property (the \"Initial Term\").", "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 this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [7215, 7466], "answer": "Prior to the earlier of Investor exercising the Option and the expiration of the Option Period, Company will not grant to any Third Party any rights to the Patents or to the Technical Information that extend beyond the expiration of the Option Period.", "file_path": "cuad/RareElementResourcesLtd_20171019_SC 13D_EX-99.4_10897534_EX-99.4_Intellectual Property Agreement.txt"}, {"span": [13256, 13805], "answer": "Notwithstanding the foregoing, if Company elects to abandon any patent application, to not pay maintenance fees or annuities to keep a patent in force, or to otherwise take or fail to take any action that will result in a loss of patent rights, Company shall give Investor at least sixty (60) days prior written notice and an opportunity to take over the prosecution of the patent application that would be abandoned and/or pay the fees necessary to keep the patent in force and/or take any other action necessary to avoid the loss of patent rights.", "file_path": "cuad/RareElementResourcesLtd_20171019_SC 13D_EX-99.4_10897534_EX-99.4_Intellectual Property Agreement.txt"}]
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [73564, 74567], "answer": "EXCEPT IN THE EVENT OF A VIOLATION OF SECTION 3 (OWNERSHIP; GRANT OF RIGHTS: TRADEMARKS USAGE), OR FOR EACH PARTY'S OBLIGATIONS UNDER SECTION 11 (INDEMNITY), OR BREACH OF SECTION 12 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT. EXCEPT IN THE EVENT OF A VIOLATION OF SECTION 3 (OWNERSHIP; GRANT OF RIGHTS: TRADEMARKS USAGE), OR FOR EACH PARTY'S OBLIGATIONS UNDER SECTION 11 (INDEMNITY), OR BREACH OF SECTION 12 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY SONOS FOR THE PRODUCTS IN THE [*] PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THIS SECTION DOES NOT LIMIT EITHER PARTY'S LIABILITY FOR PERSONAL INJURY, DEATH, OR DAMAGE TO TANGIBLE PROPERTY.", "file_path": "cuad/Sonos, Inc. - Manufacturing Agreement .txt"}]
Question: Consider the Intellectual Property Agreement between Armstrong Flooring, Inc., AFI Licensing LLC, AHF Holding, Inc., and Armstrong Hardwood Flooring Company; Is there a non-disparagement clause in this contract?
Relevant contract clauses:
[{"span": [14697, 14839], "answer": "The Company shall not tarnish or bring into disrepute the reputation of or goodwill associated with the Seller Licensed Trademarks or Arizona.", "file_path": "cuad/ARMSTRONGFLOORING,INC_01_07_2019-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [98802, 99086], "answer": "In consideration for King's performance of its obligations under this Agreement, Depomed shall pay promotion fees (the \"Promotion Fees\") to King as follows: following each Agreement Quarter during the Term, Depomed shall pay to King 50% of the Gross Margin for such Agreement Quarter.", "file_path": "cuad/KINGPHARMACEUTICALSINC_08_09_2006-EX-10.1-PROMOTION AGREEMENT.txt"}, {"span": [105475, 105918], "answer": "Following the termination of this Agreement at the conclusion of the initial five year term or any additional term, for each of the eight full calendar quarters following such termination, Depomed shall pay to King an amount equal to, in each of the first four such calendar quarters, [***]% of the Net Sales for each such quarter and, in each of the fifth through eighth such calendar quarters, [***]% of such Net Sales for each such quarter.", "file_path": "cuad/KINGPHARMACEUTICALSINC_08_09_2006-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between drkoop.com, inc. and Vitamin Shoppe Industries, Inc.; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [38880, 38954], "answer": "\"The Vitamin Shoppe is the proud exclusive vitamin sponsor of drkoop.com.\"", "file_path": "cuad/DRKOOPCOMINC_04_21_1999-EX-10.28-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between Digicorp, Inc. and New China Media LLC, YGP, LLC, and TWK Holdings, LLC; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [9215, 9631], "answer": "The Licensors shall have the right, upon reasonable notice, to inspect COMPANY'S books and records and all other documents and material in COMPANY'S possession or control with respect to the Content each has or might license to CONTENT PROVIDER which becomes the subject matter of this Agreement (and only with respect to Content each has or might license to CONTENT PROVIDER which become the subject matter hereof).", "file_path": "cuad/MidwestEnergyEmissionsCorp_20080604_8-K_EX-10.2_3093976_EX-10.2_Content License Agreement.txt"}, {"span": [9644, 9916], "answer": "All books and records relative to COMPANY'S obligations to a particular Licensor hereunder shall be maintained and made accessible to that Licensor for inspection at a location in Los Angeles, California for at least twelve (12) months after termination of this Agreement.", "file_path": "cuad/MidwestEnergyEmissionsCorp_20080604_8-K_EX-10.2_3093976_EX-10.2_Content License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between About.com, Inc. and ebix.com, Inc. for Insurance Information Channel; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [40668, 41121], "answer": "Neither party may assign the Agreement without the written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that either party may assign the Agreement without obtaining the consent of the other party to an affiliate or successor by way of purchase, merger, consolidation or similar transaction, subject to the requirement that the Agreement shall be binding and enforceable against any successor or assign.", "file_path": "cuad/EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement.txt"}]
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [77024, 78165], "answer": "If a termination notice is delivered pursuant to 15.2, 15.3, 15.4 or if Sonos decides to transfer the manufacturing of a Product from IAC during the Term of the Agreement, IAC shall cooperate fully with Sonos to effect the transfer of the manufacturing of the Products (without any obligation that IAC transfers IAC Property from IAC to Sonos, or a third party designated by Sonos, in order to help minimize any potential disruption in the continuity of supply. In the event that such transfer is the result of a termination notice pursuant to 15.2, 15.3 or 15.4 and such transfer is not completed by the termination date pursuant to 15.2, 15.3 or 15.4, the parties shall, acting reasonably and in good faith, agree to continue to cooperate fully to effect the transfer and extend the Term of this Agreement on such appropriate terms as the parties may agree for one or more ninety (90) day periods (the succession of which must be notified to IAC in writing within thirty (30) days of the expiration of the first ninety (90) day period and within the same timeframe for each period thereafter), until such time as the transfer is completed.", "file_path": "cuad/Sonos, Inc. - Manufacturing Agreement .txt"}]
Question: Consider the Intellectual Property Rights Agreement between Rare Element Resources Ltd. and Synchron; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"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": [7215, 7466], "answer": "Prior to the earlier of Investor exercising the Option and the expiration of the Option Period, Company will not grant to any Third Party any rights to the Patents or to the Technical Information that extend beyond the expiration of the Option Period.", "file_path": "cuad/RareElementResourcesLtd_20171019_SC 13D_EX-99.4_10897534_EX-99.4_Intellectual Property Agreement.txt"}]
Question: Consider the Intellectual Property Agreement between Armstrong Flooring, Inc., AFI Licensing LLC, AHF Holding, Inc., and Armstrong Hardwood Flooring Company; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [25825, 26365], "answer": "Unless earlier terminated pursuant to the provisions hereof, the term of this Agreement and the licenses and other grants of rights (and related obligations) under this Agreement shall (i) with respect to the Arizona Licensed Trademarks, be for the Arizona Trademark License Term, (ii) with respect to the Diamond Licensed Trademarks, be for the Diamond Trademark License Term, (iii) with respect to the Phase- Out Marks, be for the term set forth in Section 6.6, and (iv) with respect to Copyrights, Know-How and Patents, be in perpetuity.", "file_path": "cuad/ARMSTRONGFLOORING,INC_01_07_2019-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between drkoop.com, inc. and Vitamin Shoppe Industries, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [33546, 33724], "answer": "This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, but without giving effect to its laws or rules relating to conflicts of laws.", "file_path": "cuad/DRKOOPCOMINC_04_21_1999-EX-10.28-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between Depomed, Inc. and King Pharmaceuticals, Inc. for Glumetza; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [28504, 28839], "answer": "Except pursuant to Section 16.9 or in connection with the use of Third Party Sales Representatives, King shall not assign, subcontract or otherwise transfer or delegate any of its rights or obligations under this Agreement without the express written consent of Depomed, which consent may be withheld by Depomed in its sole discretion.", "file_path": "cuad/KINGPHARMACEUTICALSINC_08_09_2006-EX-10.1-PROMOTION AGREEMENT.txt"}, {"span": [157751, 157952], "answer": "This Agreement and the rights granted herein shall not be assignable by either party hereto without the prior written consent of the other party. Any attempted assignment without consent shall be void.", "file_path": "cuad/KINGPHARMACEUTICALSINC_08_09_2006-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the Content License Agreement between Digicorp, Inc. and New China Media LLC, YGP, LLC, and TWK Holdings, LLC; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [6677, 6873], "answer": "COMPANY'S obligation for the payment of the Net Advertising Revenue shall survive expiration or termination of this Agreement and will continue for as long as COMPANY continues to use the Content.", "file_path": "cuad/MidwestEnergyEmissionsCorp_20080604_8-K_EX-10.2_3093976_EX-10.2_Content License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between About.com, Inc. and ebix.com, Inc. for Insurance Information Channel; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [34609, 35764], "answer": "Either party may terminate immediately upon written notice if the other       party (i) ceases to function as a going concern or to conduct operations       in the normal course of business; (ii) has a petition filed against it       under any state or federal bankruptcy law which petition has not been       dismissed or set aside within ninety (90) days of its filing, or if (a)       About sells all or substantially all of the assets of such party or any       event or series of event whereby any entity acquires beneficial ownership       of the capital stock of such party representing fifty percent (50%) of the       voting stock of such party provided however, that the acquisition of About       by Primedia shall not be grounds for the termination of this Agreement; or       (b) ebix becomes acquired by, merged into or is under the control of any       of the following parties, About may terminate this Agreement immediately       upon by providing ebix written notice: AOL; Yahoo; Lycos/Terra; NBC; CBS;       Looksmart; InfoSpace; CMGI; AltaVista; Disney; Microsoft; CNET;       Excite@Home; AskJeeves; GOTO; Doubleclick; or Lifeminders.", "file_path": "cuad/EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement.txt"}]
Question: Consider the Intellectual Property Rights Agreement between Rare Element Resources Ltd. and Synchron; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [24996, 25133], "answer": "This IP Agreement will be construed in accordance with the substantive laws of the state of New York and of the United States of America.", "file_path": "cuad/RareElementResourcesLtd_20171019_SC 13D_EX-99.4_10897534_EX-99.4_Intellectual Property Agreement.txt"}]
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [20756, 21021], "answer": "Subject to all terms and conditions of this Agreement, Sonos hereby grants to IAC and its Affiliates a non-exclusive, worldwide, nontransferable, royalty free right and license under Sonos' Intellectual Property Rights, to manufacture the Products solely for Sonos.", "file_path": "cuad/Sonos, Inc. - Manufacturing Agreement .txt"}, {"span": [21048, 21373], "answer": "Subject to all terms and conditions of this Agreement, Sonos hereby grants to IAC and its Affiliates a non- exclusive, worldwide, nontransferable, royalty-free right and license to make copies of the software specified in the applicable Statement of Work solely as necessary to install and embed such software in the Product.", "file_path": "cuad/Sonos, Inc. - Manufacturing Agreement .txt"}]
Question: Consider the Intellectual Property Agreement between Equifax Inc. and Certegy Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [97613, 97770], "answer": "Neither of the parties hereto may assign its rights or delegate any of its duties under this Agreement without the prior written consent of each other party.", "file_path": "cuad/FIDELITYNATIONALINFORMATIONSERVICES,INC_08_05_2009-EX-10.3-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Corporate Sponsorship Agreement between Phoenix Performance, LLC and Torvec Inc.; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [6135, 6305], "answer": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M.  Best rating of A-, X or better.", "file_path": "cuad/CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT.txt"}, {"span": [7856, 7980], "answer": "Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence.", "file_path": "cuad/CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT.txt"}, {"span": [7982, 8519], "answer": "CGL coverages shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent coverage and shall cover  liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and  advertising injury, and liability assumed under an insured contract. Subaru of America, Inc., its parent and subsidiaries shall be included as  additional insureds under the CGL using ISO additional insured endorsement CG 20 10 or a substitute providing equivalent coverage.", "file_path": "cuad/CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between Digicorp, Inc. and New China Media LLC, YGP, LLC, and TWK Holdings, LLC; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [3057, 3820], "answer": "CONTENT PROVIDER further grants to COMPANY (i) the right to sublicense the Content to COMPANY'S wholly-owned subsidiaries or to joint ventures in which COMPANY participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement; and, (ii) the right, in COMPANY'S discretion, to use and exploit the Content at one or more other web sites in addition to or in lieu of the web sites referred to in the recital above (the web sites referred to above and any other web sites in addition to or in lieu thereof where COMPANY, its subsidiaries or joint ventures in which it might participate might use or exploit the Content are hereinafter collectively referred to as the \"Web site\").", "file_path": "cuad/MidwestEnergyEmissionsCorp_20080604_8-K_EX-10.2_3093976_EX-10.2_Content License Agreement.txt"}]
Question: Consider the Manufacturing Agreement between Sonos, Inc. and Inventec Appliances Corporation; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [20756, 21021], "answer": "Subject to all terms and conditions of this Agreement, Sonos hereby grants to IAC and its Affiliates a non-exclusive, worldwide, nontransferable, royalty free right and license under Sonos' Intellectual Property Rights, to manufacture the Products solely for Sonos.", "file_path": "cuad/Sonos, Inc. - Manufacturing Agreement .txt"}, {"span": [21048, 21373], "answer": "Subject to all terms and conditions of this Agreement, Sonos hereby grants to IAC and its Affiliates a non- exclusive, worldwide, nontransferable, royalty-free right and license to make copies of the software specified in the applicable Statement of Work solely as necessary to install and embed such software in the Product.", "file_path": "cuad/Sonos, Inc. - Manufacturing Agreement .txt"}]