orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [43611, 43938], "answer": "The licenses granted under this Subsection 2.1(b) may be sublicensed by Ono only to its Affiliates, and then only for so long as such entities remain as Affiliates. For clarity, the licenses granted under this Subsection 2.1(b) may be extended by Ono to Third Party manufacturers for Manufacturing the Products on Ono's behalf.", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}, {"span": [45989, 46328], "answer": "Ono shall have the right, in accordance with this Section 2.2, to grant sublicenses under the Array Patents and Array Know-How to its Affiliates and to Third Parties, provided that Ono shall not engage a Third Party as either (i) a Sublicensee of the Product, or (ii) as a distributor of the Product, without Array's prior written consent.", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Bravatek Solutions, Inc. and Fazync LLC; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [7583, 7691], "answer": "This Agreement shall not be assignable by either party without the prior written consent of the other party.", "file_path": "cuad/INTELLIGENTHIGHWAYSOLUTIONS,INC_01_18_2018-EX-10.1-Strategic Alliance Agreement.txt"}]
Question: Consider the Hosting Agreement between eGain Communications Corporation and Eliance Corporation; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [17241, 17391], "answer": "This Agreement shall be governed by and construed in accordance with the laws of the State of California exclusive of its conflict of laws principles.", "file_path": "cuad/WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT.txt"}]
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [1998, 2508], "answer": "iPass grants to Channel Partner a nonexclusive, terminable right to: (i) access and otherwise use the Licensed Software, and iPass Marks as provided in Exhibit F solely in furtherance of this Agreement and not for other internal business purposes, (ii) sell or re-license the Licensed Software, Documentation and Services to Business Entities and End Users, and (iii) install and execute the Server Software on up to three (3) designated servers and one backup server for Channel Partner and for each End User.", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}, {"span": [70509, 70936], "answer": "Subject to the terms and conditions of this agreement, Channel Partner grants to you a royalty-free, non-exclusive, non-transferable, limited license right exercisable solely during the term of this agreement to: (1) reproduce, exactly as provided by Channel Partner, object code copies of the Client Software, as needed for distribution to your End Users the iPass Software; and to install and use the iPass Licensed Software.", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}]
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [6804, 7539], "answer": "During the Term (including any renewal Term, if any), in the event that MusclePharm shall determine to develop and introduce a new Product into the market, MusclePharm shall provide the AS Parties with a sample of the name, design, marketing plan and an actual sample of such new Product (the \"Sample\") and the AS Parties shall have a right of first refusal (exercisable by written notice to MusclePharm within 15 days after receipt of the Sample) to include such new Product in the AS Product Line, it being understood that there shall initially be no less than four (4) Products at the start of the Term and thereafter no more than 8 (eight) Products in the AS Product Line without the mutual written agreement of the parties hereto.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}]
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [29647, 30092], "answer": "Subject to the provisions of this Agreement, Bioeq hereby grants to Licensee an exclusive (even as to Bioeq), milestone- and royalty-bearing, non-transferable license (including the right to grant sublicenses only to the extent permitted by Section 2.1.2) under the Licensed Technology (including the Licensed Patents) to use, sell, have sold, import, have imported or otherwise Commercialize the Licensed Products in the Field in the Territory.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}]
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [31758, 32453], "answer": "EXCEPT FOR DAMAGES FOR WHICH A PARTY IS RESPONSIBLE PURSUANT TO ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 ABOVE, EACH PARTY SPECIFICALLY DISCLAIMS ALL LIABILITY FOR AND SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST SAVINGS, INTERRUPTIONS OF BUSINESS OR OTHER DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR RESULTING FROM THE MANUFACTURE, HANDLING. MARKETING, SALE, DISTRIBUTION OR USE OF LICENSED PRODUCT REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES", "file_path": "cuad/FUSIONPHARMACEUTICALSINC_06_05_2020-EX-10.17-Supply Agreement - FUSION.txt"}]
Question: Consider the Supply Agreement between Florida Chemical Company, LLC and Flotek Chemistry, LLC for Terpene Products; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [5099, 5340], "answer": "Flotek shall have the right at any time to (i) inspect the facility of FCC in Winter Haven, Florida (the \"Facility\") and any other facility of FCC involved in the production of the Terpene Product, and (ii) audit the books and records of FCC", "file_path": "cuad/FLOTEKINDUSTRIESINCCN_05_09_2019-EX-10.1-SUPPLY AGREEMENT.txt"}, {"span": [5342, 5467], "answer": "Any such inspection or audit shall be upon reasonable notice and shall not unreasonably interfere with the operations of FCC.", "file_path": "cuad/FLOTEKINDUSTRIESINCCN_05_09_2019-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; Does the licensor's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [52828, 53893], "answer": "If after the Effective Date, Array retains a Third Party Partner for the Product in one or more countries in the Array Territory, Array shall use Diligent Efforts to gain such Third Party Partner's consent to allow Array to (i) share with Ono under Section 4.7 (Exchange of Data and Know-How) the clinical data and know-how generated by such Third Party Partner, (ii) extend to Ono under Section 4.8 (Rights of Reference and Access to Data) a right to reference the Regulatory Filings of such Third Party Partner with respect to Products, and (iii) extend to Ono a license under improvements made by such Third Party Partner, in each case: (A) to the extent that such data, know-how, rights of reference and improvements are necessary or reasonably useful for Ono's Development, preparation of MAAs and filing of MAAs with respect to Products in the Ono Territory or Commercialization of the Product in the Ono Territory and (B) without charge, however it is understood that a failure of Array to obtain such rights shall not be deemed a breach of this Section 2.4.", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}, {"span": [188978, 189439], "answer": "Subject to the terms and conditions of this Agreement, following registration of the Product Trademark(s) by Array in the Ono Territory pursuant to Section 12.3 below, Array shall assign, and shall cause its Affiliates to assign, to Ono all rights to the Product Trademark(s) so registered in the Ono Territory at Ono's cost and expense, in each case solely for the purpose of Commercializing the Products in the Ono Territory in accordance with this Agreement.", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Bravatek Solutions, Inc. and Fazync LLC; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [6106, 6197], "answer": "This Agreement may also be terminated by either party upon ninety (90) days written notice.", "file_path": "cuad/INTELLIGENTHIGHWAYSOLUTIONS,INC_01_18_2018-EX-10.1-Strategic Alliance Agreement.txt"}]
Question: Consider the Supply Agreement between Florida Chemical Company, LLC and Flotek Chemistry, LLC for Terpene Products; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [958, 1076], "answer": "\"Maximum Quantity\" means [***] pounds of Terpene Product per Year, prorated for any partial Year included in the Term.", "file_path": "cuad/FLOTEKINDUSTRIESINCCN_05_09_2019-EX-10.1-SUPPLY AGREEMENT.txt"}, {"span": [3210, 3809], "answer": "FCC shall be obligated to accept all such purchase orders unless the amount ordered for a Year exceeds the Maximum Quantity, or orders for a particular quarter exceed [***] pounds or exceed the Flotek forecast for that quarter by more than 25%, provided, however, that, in such event, FCC shall communicate Flotek of the time period that will be required to satisfy such order assuming FCC endeavors to satisfy such order as soon as practicable, and Flotek shall inform FCC within ten (10) days of such communication whether it will order such Terpene Product pursuant to the revised delivery terms.", "file_path": "cuad/FLOTEKINDUSTRIESINCCN_05_09_2019-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the Hosting Agreement between eGain Communications Corporation and Eliance Corporation; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [14322, 14666], "answer": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement.", "file_path": "cuad/WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT.txt"}]
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; Does this contract provide for joint intellectual property ownership?
Relevant contract clauses:
[{"span": [66338, 66897], "answer": "As between the Parties, the Parties shall jointly own all Inventions (including Improvements) developed, conceived or reduced to practice jointly by or on behalf of both Bioeq and Licensee (such Inventions, Joint Inventions, and such Improvements, Joint Improvements), and all Intellectual Property Rights and Know-How therein. Each Party hereby assigns to the other Party a joint equal and undivided interest in and to all Joint Inventions (including Joint Improvements) to effect such joint ownership of such Joint Inventions (including Joint Improvements).", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}, {"span": [67150, 67767], "answer": "For those countries where a specific license is required for a joint owner of a Joint Invention or Joint Improvement to practice such Joint Invention or Joint Improvement, in such country, each Party hereby grants to the other Party a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under such Party's right, title and interest in and to such Joint Invention or Joint Improvement to freely exploit such Joint Invention or Joint Improvement in such country, subject to the terms and conditions of this Agreement and the licenses granted hereunder.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}]
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [13983, 14069], "answer": "Channel Partner will have at a minimum one (1) web page describing the iPass Services.", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}, {"span": [38997, 39171], "answer": "\"Business Entity Minimum Monthly Commitment\" means, for each Business Entity, a minimum monthly commitment of at least 250 Users, by Channel Partner for each Business Entity.", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}, {"span": [49312, 49636], "answer": "TABLE 1\n\nBusiness Entity Committed Users Monthly Fee/User Minimum Monthly Fee\n\n[***] [***] [***]\n\n[***] [***] [***]\n\n[***] [***] [***]\n\n[***] [***] [***]\n\n[***] [***] [***]\n\n[***] [***] [***]\n\n[***] [***] [***]\n\n[***] [***] [***]\n\n[***] [***] [***]\n\n[***] [***] [***]\n\n[***] [***] [***]\n\n[***] [***] [***]\n\n[***] [***] [***]", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}, {"span": [49884, 49959], "answer": "The \"Special Pricing\" is contingent on a minimum order size of [***] users.", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}]
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [23765, 23891], "answer": "Negotiating in good faith, the Parties shall agree to a reasonable minimum percentage of Product supply to [***] Import Alert.", "file_path": "cuad/FUSIONPHARMACEUTICALSINC_06_05_2020-EX-10.17-Supply Agreement - FUSION.txt"}, {"span": [24147, 24401], "answer": "Negotiating in good faith, the Parties shall agree to a reasonable minimum percentages of Product supply to the each territory, including but not limited to [***] and such amendment shall be closed within [***] of CPDC notifying Fusion [***] Import Alert", "file_path": "cuad/FUSIONPHARMACEUTICALSINC_06_05_2020-EX-10.17-Supply Agreement - FUSION.txt"}]
Question: Consider the Supply Agreement between Florida Chemical Company, LLC and Flotek Chemistry, LLC for Terpene Products; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [16222, 16306], "answer": "FCC may not assign or delegate its rights or obligations pursuant to this Agreement.", "file_path": "cuad/FLOTEKINDUSTRIESINCCN_05_09_2019-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Bravatek Solutions, Inc. and Fazync LLC; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [6454, 6576], "answer": "This Agreement is entered into in the State of Texas and shall be interpreted according to the laws of the State of Texas.", "file_path": "cuad/INTELLIGENTHIGHWAYSOLUTIONS,INC_01_18_2018-EX-10.1-Strategic Alliance Agreement.txt"}]
Question: Consider the Hosting Agreement between eGain Communications Corporation and Eliance Corporation; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [14322, 14666], "answer": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement.", "file_path": "cuad/WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT.txt"}]
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [54282, 55221], "answer": "In addition, Licensee shall pay to Bioeq the following royalties on Licensee's and its Affiliates' Gross Margins (calculated in accordance with Section 7.3.3) generated through the sale of Licensed Products in the Field in the Territory:\n\n(a) Prior to [***], Licensee shall pay to Bioeq royalties in the amount of [***] percent ([***]%) on Licensee's and its Affiliates' Gross Margins (calculated in accordance with Section 7.3.3) generated through the sale of Licensed Products in the Field in the Territory, payable on a Licensed Product-by-Licensed Product basis, and subject to Section 7.3.1(c) hereunder.\n\n(b) Starting [***], Licensee shall pay to Bioeq royalties in the amount of [***] percent ([***]%) on the Licensee's and its Affiliates' Gross Margins generated through the sale of Licensed Products in the Field in the Territory, payable on a Licensed Product‑by‑Licensed Product basis, and subject to Section 7.3.1(c) hereunder.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}, {"span": [131868, 132600], "answer": "The license granted by Licensee pursuant to Section 9.2.2 shall be extended to also include the Development, Manufacture, sale, import or other Commercialization of Licensed Products in the Field in the Territory, and, unless this Agreement is terminated by Bioeq pursuant to pursuant to Sections 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.8 or 15.2.9, or by Licensee pursuant to Section 15.2.5 (in [***]), such license shall thereafter be royalty-bearing on Bioeq on Net Sales (applied mutatis mutandis as if Bioeq were Licensee, and additionally applying to sales by sublicensees of Bioeq) by Bioeq, its Affiliates, and its sublicensees of Licensed Products in the Field in the Territory which have [***] Licensee Improvement, at [***].", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}]
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [32345, 32558], "answer": "Channel Partner may not assign the Agreement, the use of any Licensed Software or Services or its rights and obligations under the Agreement without the prior written consent of iPass. Any such assignment is void.", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}]
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [10550, 11016], "answer": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}, {"span": [15128, 15312], "answer": "In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}, {"span": [23047, 23503], "answer": "During the Term of this Agreement and during any sell-off period, MusclePharm shall pay Lender a royalty (the \"Royalty\") of 10% on Net Sales (as defined below) of Licensed Products sold through its wholesale Distribution Channels or retail Distribution Channels, as the case may be and 10% on Net Sales of the Training Video and any Products sold in connection with any Training Video as contemplated pursuant to the last sentence of Section 4(a)(i) above.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}]
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [27961, 28478], "answer": "This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Parties hereto; provided, however, that neither Party shall transfer or assign this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld, except where such assignment is by CPDC to any successor or subsidiary organization created within [***] of the Effective Date of this Agreement, which assignment may be completed without the prior written consent of FUSION.", "file_path": "cuad/FUSIONPHARMACEUTICALSINC_06_05_2020-EX-10.17-Supply Agreement - FUSION.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [188978, 189439], "answer": "Subject to the terms and conditions of this Agreement, following registration of the Product Trademark(s) by Array in the Ono Territory pursuant to Section 12.3 below, Array shall assign, and shall cause its Affiliates to assign, to Ono all rights to the Product Trademark(s) so registered in the Ono Territory at Ono's cost and expense, in each case solely for the purpose of Commercializing the Products in the Ono Territory in accordance with this Agreement.", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}, {"span": [211757, 212286], "answer": "Ono shall assign (or cause to be assigned) to Array or its designee, at Array's cost, except in case of termination by Array pursuant to Section 13.3 or 13.4 or by Ono pursuant to Section 13.2, in which case the expenses will be borne by Ono, (or to the extent not so assignable, Ono shall take all reasonable actions to make available to Array or its designee the benefits of) all Regulatory Filings for the Product in the Ono Territory, including any such Regulatory Filings made or owned by its Affiliates and/or Sublicensees.", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}]
Question: Consider the Hosting Agreement between eGain Communications Corporation and Eliance Corporation; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [14322, 14666], "answer": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement.", "file_path": "cuad/WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Bravatek Solutions, Inc. and Fazync LLC; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [5788, 6105], "answer": "The term of this Agreement is twelve (12) months from the date hereof, and will be automatically renewed for one (1) additional twelve month period unless either party shall notify the other in writing of its intention not to renew. Such notice must be given ninety (90) days prior to expiration of the original term.", "file_path": "cuad/INTELLIGENTHIGHWAYSOLUTIONS,INC_01_18_2018-EX-10.1-Strategic Alliance Agreement.txt"}]
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [2509, 2819], "answer": "Channel Partner accepts iPass as the exclusive provider to Channel Partner for all services of the nature of the Services. In no event may Channel Partner resell or otherwise provide the Service to any third party for purposes of further \"down channel\" resale of the Services, absent iPass' notice and consent.", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}]
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [40897, 41222], "answer": "This Agreement may also be terminated by MusclePharm, upon fifteen days prior written notice, if death, or physical disability, physical injury, or other incapacity lasting more than eight (8) weeks, causes Endorser to be unable to perform a material amount of the personal or consulting services described in this Agreement.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}, {"span": [68858, 69479], "answer": "The license granted by this Agreement is personal to MusclePharm. Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties. Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}]
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [24886, 25134], "answer": "FUSION may terminate this Agreement by providing written notice to the CPDC where: (a) [***] following the Effective Date of this Supply Agreement, FUSION may terminate this Agreement without cause by providing CPDC with [***] prior written notice.", "file_path": "cuad/FUSIONPHARMACEUTICALSINC_06_05_2020-EX-10.17-Supply Agreement - FUSION.txt"}]
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [138916, 139855], "answer": "Except as otherwise expressly provided under this Agreement, neither Party may assign or otherwise transfer this Agreement or any right or obligation hereunder (whether voluntarily, by operation of law or otherwise), without the prior express written consent of the other Party; except however, that either Party shall be permitted to effect such an assignment or transfer without the consent of the other Party to (a) any of its Affiliates or (b) in connection with a sale of all or substantially all of its assets to which this Agreement relates, whether by merger, acquisition, asset sale, stock purchase, or otherwise, but in any event subject to Bioeq's ability to terminate this Agreement in accordance with Section 15.2.9 (for the avoidance of doubt, such termination right pursuant to Section 15.2.9 shall apply mutatis mutandis in case of assignment of the Agreement to a Competitor in all cases listed under subsection (b) above)", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}, {"span": [139857, 139951], "answer": "Any purported assignment or transfer in violation of this Section 16.4 shall be null and void.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}, {"span": [140402, 140822], "answer": "Licensee shall be entitled to freely subcontract or delegate any of its rights or obligations under this Agreement to its Affiliates or to Third Parties, provided that (i) all sales of Licensed Products in the Field in the Territory continue to be made by Licensee or its Affiliates (or their wholesalers or distributors) and (ii) Licensee shall remain liable for the performance of its obligations under this Agreement.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}]
Question: Consider the Supply Agreement between Florida Chemical Company, LLC and Flotek Chemistry, LLC for Terpene Products; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [17415, 17518], "answer": "This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware.", "file_path": "cuad/FLOTEKINDUSTRIESINCCN_05_09_2019-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [136484, 137022], "answer": "Notwithstanding Sections 6.4, 6.5, and 6.6, the Royalty Payment to Array shall not be reduced in any calendar quarter (a) during the Initial Royalty Term to less than [ * ] of the amount due under Section 6.3(a)(i), and (b) during the Secondary Royalty Term to less than [ * ] of the amount due under Section 6.3(a) (ii) (provided that any amounts in excess of the permitted deduction shall be carried forward to the subsequent calendar quarters until exhausted), unless 6.4(b) applies in which case royalty shall be as set forth therein.", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Bravatek Solutions, Inc. and Fazync LLC; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [5788, 6020], "answer": "The term of this Agreement is twelve (12) months from the date hereof, and will be automatically renewed for one (1) additional twelve month period unless either party shall notify the other in writing of its intention not to renew.", "file_path": "cuad/INTELLIGENTHIGHWAYSOLUTIONS,INC_01_18_2018-EX-10.1-Strategic Alliance Agreement.txt"}]
Question: Consider the Supply Agreement between Florida Chemical Company, LLC and Flotek Chemistry, LLC for Terpene Products; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [2050, 2326], "answer": "The \"Term\" shall begin on the date hereof and shall expire December 31, 2023, subject to early termination pursuant to the terms of Section 19. Flotek, may, by written notice given to FCC on or before September 30, 2023, elect for the Term to be extended to December 31, 2024.", "file_path": "cuad/FLOTEKINDUSTRIESINCCN_05_09_2019-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the Web Site Hosting Agreement between Centrack International and i-on interactive; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [11273, 11693], "answer": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.", "file_path": "cuad/CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT.txt"}]
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [118097, 118738], "answer": "Bioeq may terminate this Agreement immediately upon written notice to Licensee, if Licensee conducts any clinical development of, markets, sells or distributes any Competitive Product in the Territory, whether directly or indirectly through the intermediary of a Third Party or its Affiliates (Restricted Activities); provided, that in the event that Restricted Activities are being or would be deemed to be conducted by Licensee solely in connection with a Competitor Change of Control, Bioeq may not terminate this Agreement in accordance with this Section 15.2.2 and instead may terminate this Agreement in accordance with Section 15.2.9.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}, {"span": [125441, 125611], "answer": "Licensee shall notify Bioeq in writing within [***] ([***]) days after entry by Licensee into a definitive agreement which would result in a Competitor Change of Control.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}, {"span": [125976, 126258], "answer": "Upon the consummation of such definitive agreement, if Licensee has not then divested all such Competitive Products such that a Competitor Change of Control has occurred, Bioeq may, upon sending written notice to Licensee within sixty (60) days thereafter, terminate this Agreement.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}]
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [33511, 33600], "answer": "The laws of California shall govern the construction and enforceability of the Agreement.", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}]
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; Is there a clause preventing the solicitation of employees in this contract?
Relevant contract clauses:
[{"span": [33173, 33495], "answer": "During the term and for a period of [***] thereafter, neither party shall solicit, induce, encourage or attempt to induce or encourage any employee of the other party with whom such party has had direct contact to terminate his or her employment with such other party or to breach any other obligation to such other party.", "file_path": "cuad/FUSIONPHARMACEUTICALSINC_06_05_2020-EX-10.17-Supply Agreement - FUSION.txt"}]
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [69144, 69360], "answer": "Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}, {"span": [69480, 69921], "answer": "Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [127416, 127802], "answer": "During the term of this Agreement, Ono shall pay to Array, on a quarterly basis, a royalty on the Net Sales of Products by Ono, its Affiliates or Sublicensees. Such royalty shall be paid quarterly, at the applicable rates set forth in Section 6.3 below, based on the Annual Net Sales of all Products, subject to the adjustments set forth in Sections 6.4 to 6.7 (the \"Royalty Payments\").", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between IMedicor, Inc. and USA Managed Care Organization; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [11146, 11225], "answer": "Both parties will not have liability for any damages other than direct damages.", "file_path": "cuad/ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement.txt"}]
Question: Consider the Supply Agreement between Miltenyi Biotec GmbH and Bellicum Pharmaceuticals, Inc.; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [151954, 153056], "answer": "Each Party will maintain at its sole cost and expense, an adequate amount of commercial general liability and product liability insurance throughout the Term and for a period of five (5) years thereafter, to protect against potential liabilities and risk arising out of products supplied or activities to be performed under this Agreement and any Quality Agreement related hereto upon such terms (including coverages, deductible limits and self-insured retentions) as are customary in the industry for the products supplied or activities to be conducted by such Party under this Agreement. Subject to the preceding sentence, such Bellicum liability insurance or self-insurance program will insure against personal injury, physical injury or property damage arising out of the pre-clinical, clinical and commercial manufacture, sale, use, distribution or marketing of Bellicum Product, and such Miltenyi liability insurance or self-insurance program will insure against personal injury, physical injury or property damage arising out of use of a Miltenyi Product in the manufacture of a Bellicum Product", "file_path": "cuad/BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement.txt"}, {"span": [153058, 153429], "answer": "In addition, from time to time during the Term, each Party shall increase their levels of insurance coverage if reasonably deemed prudent by such Party in light of the overall products supplied and/or activities performed under this Agreement. Each Party shall provide the other Party with written proof of the existence of such insurance upon reasonable written request.", "file_path": "cuad/BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement.txt"}]
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [119239, 119531], "answer": "Licensee may terminate this Agreement for convenience upon eighteen (18) months' advance written notice to Bioeq; provided, however, that any such termination for convenience shall not become effective prior to twelve (12) months after the First Commercial Sale of the first Licensed Product.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}]
Question: Consider the Web Site Hosting Agreement between Centrack International and i-on interactive; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [10880, 10996], "answer": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "file_path": "cuad/CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT.txt"}]
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [6804, 7539], "answer": "During the Term (including any renewal Term, if any), in the event that MusclePharm shall determine to develop and introduce a new Product into the market, MusclePharm shall provide the AS Parties with a sample of the name, design, marketing plan and an actual sample of such new Product (the \"Sample\") and the AS Parties shall have a right of first refusal (exercisable by written notice to MusclePharm within 15 days after receipt of the Sample) to include such new Product in the AS Product Line, it being understood that there shall initially be no less than four (4) Products at the start of the Term and thereafter no more than 8 (eight) Products in the AS Product Line without the mutual written agreement of the parties hereto.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}]
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [27759, 28039], "answer": "The Agreement shall automatically renew for successive one (1) year terms (each a \"Renewal Term\") unless either party provides the other party written notification of its intent to terminate the Agreement no later than sixty (60) days prior to the end of the then applicable term.", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}]
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [24422, 24673], "answer": "Following the Term, this Supply Agreement shall automatically renew for successive periods of one (1) year (each a \"Renewal Term\"), unless a Party delivers written notice of non-renewal to the other Party [***] prior to the end of the applicable term.", "file_path": "cuad/FUSIONPHARMACEUTICALSINC_06_05_2020-EX-10.17-Supply Agreement - FUSION.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [263061, 263585], "answer": "This Agreement may not be assigned by either Party to any Third Party without the written consent of the other Party hereto; except either Party may assign this Agreement without the other Party's consent to an entity that acquires substantially all of the business or assets of the assigning Party, whether by merger, acquisition or otherwise; provided that the acquiring party agrees in a writing delivered to the non-assigning Party to assume all of the rights and obligations of the assigning Party under this Agreement.", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}, {"span": [264560, 264654], "answer": "Any assignment of this Agreement in contravention of this Section 18.9 shall be null and void.", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between IMedicor, Inc. and USA Managed Care Organization; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [3859, 4004], "answer": "IMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor.", "file_path": "cuad/ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement.txt"}]
Question: Consider the Web Site Hosting Agreement between Centrack International and i-on interactive; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [14093, 14380], "answer": "This Agreement was entered into in the State of Florida, and its validity, construction, interpretation, and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida.", "file_path": "cuad/CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT.txt"}]
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; Is there a clause preventing the solicitation of employees in this contract?
Relevant contract clauses:
[{"span": [134505, 135128], "answer": "Each Party agrees that, during the [***] ([***]) [***] period starting from the Effective Date, such Party will not, directly or indirectly, solicit for employment any employee of the other Party or its Affiliates or otherwise induce or attempt to induce such employees to terminate their employment with such other Party or such other Party's Affiliates; provided, however, that general public solicitations and advertisements not directed at employees of the other Party, and the extension of offers to persons who respond to such general solicitations and advertisements, will not be deemed violations of this provision.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}]
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [27759, 28039], "answer": "The Agreement shall automatically renew for successive one (1) year terms (each a \"Renewal Term\") unless either party provides the other party written notification of its intent to terminate the Agreement no later than sixty (60) days prior to the end of the then applicable term.", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}]
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [66703, 67049], "answer": "During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreemen", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}]