orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Joint Venture Agreement for Hemp Farming between Novo Integrated Sciences Inc. and Harvest Gold Farms Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [15322, 15537], "answer": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "file_path": "cuad/NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT.txt"}, {"span": [15574, 15741], "answer": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "file_path": "cuad/NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT.txt"}]
Question: Consider the Outsourcing Agreement for Electronic Data Processing Services between Virtual Item Processing Systems, Inc. and Brokers National Life Assurance Company; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [18713, 19636], "answer": "VIP shall have no liability with respect to its obligations under this agreement or otherwise for consequential, exemplary, special, indirect, incidental or punitive damages even if it has been advised of the possibility of such damages in any event, other than claims covered by paragraph 8(b) or paragraph 6(a) of this agreement (which claims are excluded from this paragraph 9(f) limitation), the liability of VIP to BNL for any reason and upon any cause of action or claim in contract, tort or otherwise shall be limited to the amount paid by BNL to VIP in the twelve (12) month period prior to the accrual of the action or claim for the specific service which is the subject of the action or claim (or, if such accrual occurs during the first twelve (12) months of the initial term, then the liability shall be limited to the minimum fees payable by BNL to VIP during the first twelve (12) months of the initial term).", "file_path": "cuad/BNLFINANCIALCORP_03_30_2007-EX-10.8-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [79182, 80646], "answer": "During the Distribution Term, and in addition to the consideration provided pursuant to Sections 6.1, 6.2, 6.3, and 6.4, for all Product supplied by Zogenix to Distributor under purchase orders submitted pursuant to the Supply Agreement in a particular Fiscal Year, Distributor shall pay to Zogenix a transfer price per unit of Product supplied (the \"Transfer Price\") equal to the sum of (i) [***] of the Fully-Burdened Manufacturing Cost per unit of Product for such Fiscal Year, (ii) [***] of aggregate annual Net Sales for such Fiscal Year, and (iii) the applicable markup percent of the applicable aggregate Net Price for such Fiscal Year, which markup percent is determined based on the incremental amount of Product ordered in such Fiscal Year as set forth below, as may be adjusted pursuant to Section 6.5(b):\n\nAmount of Product Supplied per Fiscal Year Net Price Markup\n\nFor the portion of Product supplied less than or equal to the equivalent of [***] in Net Sales in such Fiscal Year [***]\n\nFor the portion of Product supplied in excess of the equivalent of [***] in Net Sales and less than or equal to the equivalent of [***] in Net Sales in such Fiscal Year [***]\n\nFor the portion of Product supplied in excess of the equivalent of [***] in Net Sales and less than or equal to the equivalent of [***] in Net Sales in such Fiscal Year [***]\n\nFor the portion of Product supplied in excess of the equivalent of [***] in Net Sales in such Fiscal Year [***]", "file_path": "cuad/ZogenixInc_20190509_10-Q_EX-10.2_11663313_EX-10.2_Distributor Agreement.txt"}, {"span": [80882, 81395], "answer": "Following the expiration of the Distribution Term and during the remaining Term of this Agreement, for all Product supplied by Zogenix to Distributor under purchase orders submitted pursuant to the Supply Agreement in a particular Fiscal Year, Distributor shall pay to Zogenix the Transfer Price per unit of Product supplied shall be equal to the sum of (i) [***] of the Fully-Burdened Manufacturing Cost per unit of Product for such Fiscal Year, and (ii) [***] of aggregate annual Net Sales for such Fiscal Year.", "file_path": "cuad/ZogenixInc_20190509_10-Q_EX-10.2_11663313_EX-10.2_Distributor Agreement.txt"}]
Question: Consider the Co-Branding Agreement between Dassault Systemes and PlanetCAD Inc.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [23849, 24206], "answer": "During such two-year period, and upon reasonable notice to the Billing Party, the Non-Billing Party shall have the right to have an audit conducted through a licensed independent accounting firm, of any billings, collections, and taxes on such itemized statement, and to examine the records and books of account of the Billing Party in connection therewith.", "file_path": "cuad/RandWorldwideInc_20010402_8-KA_EX-10.2_2102464_EX-10.2_Co-Branding Agreement.txt"}, {"span": [24433, 24684], "answer": "Any audit conducted pursuant to this Section 5.7  [Records -] shall not be conducted in such a manner as to unreasonably interfere with the Non-Billing Party's operations and in no event shall an audit be conducted more frequently than once each year.", "file_path": "cuad/RandWorldwideInc_20010402_8-KA_EX-10.2_2102464_EX-10.2_Co-Branding Agreement.txt"}]
Question: Consider the Turn-Key Manufacturing Agreement between Invasix Ltd. and Flextronics Israel Ltd.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [1873, 2093], "answer": "This Agreement shall automatically be renewed for successive one (1) year increments unless either party request in writing, at least ninety (90) days prior to the anniversary date, that this Agreement not to be renewed.", "file_path": "cuad/InmodeLtd_20190729_F-1A_EX-10.9_11743243_EX-10.9_Manufacturing Agreement.txt"}]
Question: Consider the Software License and Maintenance Agreement between D2 Technologies, Inc. and Summa Four Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [40893, 41050], "answer": "This Agreement shall be governed by and interpreted in accordance within the laws of the State of New York without reference to conflicts of laws provisions.", "file_path": "cuad/SUMMAFOURINC_06_19_1998-EX-10.3-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [24163, 24490], "answer": "Distributor may, no later than one hundred and twenty (120) calendar days after a Product is sold by Distributor to a customer, return to Vendor, at Distributor's expense, any Product received by Distributor from Vendor during the 120-day period prior to such return, which Distributor or its customer believes to be defective.", "file_path": "cuad/ENTERTAINMENTGAMINGASIAINC_02_15_2005-EX-10.5-DISTRIBUTOR AGREEMENT.txt"}, {"span": [26884, 27177], "answer": "Vendor will provide an initial supply of spare Products and parts as Distributor may reasonably required in accordance with Sections 8 and 10.3 to permit Distributor to offer a six-month warranty on the Products to customers and to enable Distributor to provide a warranty service to customers", "file_path": "cuad/ENTERTAINMENTGAMINGASIAINC_02_15_2005-EX-10.5-DISTRIBUTOR AGREEMENT.txt"}, {"span": [29202, 29387], "answer": "Although Vendor intends to provide a six-month limited warranty to the end user, Distributor shall make no warranties or representations with respect to the Products on behalf of Vendor", "file_path": "cuad/ENTERTAINMENTGAMINGASIAINC_02_15_2005-EX-10.5-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Joint Venture Agreement for Hemp Farming between Novo Integrated Sciences Inc. and Harvest Gold Farms Inc.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [10735, 10853], "answer": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding.", "file_path": "cuad/NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT.txt"}, {"span": [10858, 11017], "answer": "It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement.", "file_path": "cuad/NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT.txt"}]
Question: Consider the Outsourcing Agreement for Electronic Data Processing Services between Virtual Item Processing Systems, Inc. and Brokers National Life Assurance Company; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [29553, 29906], "answer": "From and after notice of termination is received by VIP, any new reports or other services provided by VIP other than routine processing services which have been done for BNL under this Agreement shall be deemed to be additional services and shall be performed by VIP at VIP's then current rates for such termination services as specified on Schedule A.", "file_path": "cuad/BNLFINANCIALCORP_03_30_2007-EX-10.8-OUTSOURCING AGREEMENT.txt"}, {"span": [29912, 30078], "answer": "Upon termination or expiration of this Agreement, BNL shall return all software and related manuals, if any, provided by VIP to BNL during the term of this Agreement.", "file_path": "cuad/BNLFINANCIALCORP_03_30_2007-EX-10.8-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [157293, 158534], "answer": "Except as expressly provided in this Section 14.3, neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement and its rights and obligations hereunder without the other Party's consent:\n\n(a) in connection with the transfer or sale of all or substantially all of the business of the assigning Party to a Third Party, whether by merger, sale of stock, sale of assets or otherwise; provided that in the event of a transaction (whether this Agreement is actually assigned or is assumed by the acquiring party by operation of law (e.g., in the context of a reverse triangular merger)), unless otherwise agreed with the acquiring party in writing, intellectual property of the acquiring party shall not be included in the intellectual property to which the other Party has access under this Agreement; or\n\n(b) to an Affiliate, provided that the assigning Party shall remain liable and responsible to the non‑assigning Party hereto for the performance and observance of all such duties and obligations by such Affiliate.", "file_path": "cuad/ZogenixInc_20190509_10-Q_EX-10.2_11663313_EX-10.2_Distributor Agreement.txt"}, {"span": [158536, 158745], "answer": "For the avoidance of doubt, in the event that either Party assigns this Agreement pursuant to this Section 14.3(a), the other Party shall have the right to terminate this Agreement pursuant to Section 12.2(i).", "file_path": "cuad/ZogenixInc_20190509_10-Q_EX-10.2_11663313_EX-10.2_Distributor Agreement.txt"}, {"span": [158832, 158910], "answer": "Any assignment not in accordance with this Section 14.3 will be null and void.", "file_path": "cuad/ZogenixInc_20190509_10-Q_EX-10.2_11663313_EX-10.2_Distributor Agreement.txt"}]
Question: Consider the Co-Branding Agreement between Dassault Systemes and PlanetCAD Inc.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [11815, 12057], "answer": "On or before the Launch Date, each party shall grant the other party a non-exclusive, non-transferable, revocable right to use their approved Marks, for the sole purpose of advertising, marketing, promotion and sale of the Co-Branded Service.", "file_path": "cuad/RandWorldwideInc_20010402_8-KA_EX-10.2_2102464_EX-10.2_Co-Branding Agreement.txt"}]
Question: Consider the Turn-Key Manufacturing Agreement between Invasix Ltd. and Flextronics Israel Ltd.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [1748, 1872], "answer": "This Agreement shall commence on the Effective Date and shall continue for an initial term of year as of the Effective Date.", "file_path": "cuad/InmodeLtd_20190729_F-1A_EX-10.9_11743243_EX-10.9_Manufacturing Agreement.txt"}]
Question: Consider the Software License and Maintenance Agreement between D2 Technologies, Inc. and Summa Four Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [30964, 31122], "answer": "This Agreement shall become effective on the Effective Date and shall continue in effect until terminated in accordance with the provisions of this Article 9.", "file_path": "cuad/SUMMAFOURINC_06_19_1998-EX-10.3-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Joint Venture Agreement for Hemp Farming between Novo Integrated Sciences Inc. and Harvest Gold Farms Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [10582, 10734], "answer": "The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date.", "file_path": "cuad/NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [19218, 19392], "answer": "Distributor shall not be liable for any losses or damages incurred by Vendor as a result of Distributor's failure to meet its obligations under Section 5.1 of this Agreement.", "file_path": "cuad/ENTERTAINMENTGAMINGASIAINC_02_15_2005-EX-10.5-DISTRIBUTOR AGREEMENT.txt"}, {"span": [37976, 38257], "answer": "Neither party shall be liable to the other for lost profits or indirect, special consequential or punitive damages of any kind arising in connection with the manufacture, sale and distribution of the products, even if such party has been advised of the possibility of such damages.", "file_path": "cuad/ENTERTAINMENTGAMINGASIAINC_02_15_2005-EX-10.5-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Outsourcing Agreement for Electronic Data Processing Services between Virtual Item Processing Systems, Inc. and Brokers National Life Assurance Company; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [25871, 26021], "answer": "During the term of this Agreement or any extension thereof, BNL shall have a non-exclusive license to use the VIP System on-line as designated by VIP.", "file_path": "cuad/BNLFINANCIALCORP_03_30_2007-EX-10.8-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [140322, 140745], "answer": "This Agreement may be terminated by either Party upon [***] written notice to the other Party in the event that the other Party undergoes a Change of Control; provided, however, that such termination notice shall only be effective if delivered within [***] after the later of the occurrence of such Change of Control or the date the Party undergoing the Change of Control delivers written notice thereof to the other Party.", "file_path": "cuad/ZogenixInc_20190509_10-Q_EX-10.2_11663313_EX-10.2_Distributor Agreement.txt"}, {"span": [157293, 158534], "answer": "Except as expressly provided in this Section 14.3, neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement and its rights and obligations hereunder without the other Party's consent:\n\n(a) in connection with the transfer or sale of all or substantially all of the business of the assigning Party to a Third Party, whether by merger, sale of stock, sale of assets or otherwise; provided that in the event of a transaction (whether this Agreement is actually assigned or is assumed by the acquiring party by operation of law (e.g., in the context of a reverse triangular merger)), unless otherwise agreed with the acquiring party in writing, intellectual property of the acquiring party shall not be included in the intellectual property to which the other Party has access under this Agreement; or\n\n(b) to an Affiliate, provided that the assigning Party shall remain liable and responsible to the non‑assigning Party hereto for the performance and observance of all such duties and obligations by such Affiliate.", "file_path": "cuad/ZogenixInc_20190509_10-Q_EX-10.2_11663313_EX-10.2_Distributor Agreement.txt"}]
Question: Consider the Co-Branding Agreement between Dassault Systemes and PlanetCAD Inc.; Does this contract provide for joint intellectual property ownership?
Relevant contract clauses:
[{"span": [12462, 12765], "answer": "The parties hereby acknowledge and agree that any and all rights to Know-How developed or shared under this Agreement by either party shall be jointly owned by the parties and may be used by either party in the operation of their respective businesses during and following termination of this Agreement.", "file_path": "cuad/RandWorldwideInc_20010402_8-KA_EX-10.2_2102464_EX-10.2_Co-Branding Agreement.txt"}]
Question: Consider the Software Maintenance Agreement between Leader Act Ltd HK and EZJR, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [5640, 5767], "answer": "This Agreement and any matters arising out of or related to this Agreement will be governed by the laws of the State of Nevada.", "file_path": "cuad/HerImports_20161018_8-KA_EX-10.14_9765707_EX-10.14_Maintenance Agreement.txt"}]
Question: Consider the Maintenance Agreement between Thayer Equity Investors IV, L.P. and U.S. Bank National Association for Suntron Corporation and Affiliates; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [11915, 13245], "answer": "The Investor hereby irrevocably waives, to the extent that it may do so under applicable law: (a) any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against the Investor for specific performance of this Agreement by Agent, for itself and on behalf of the Lenders, or for the benefit of the Agent and the Lenders by a receiver or trustee appointed for any Borrower or in respect of all or a substantial part of any Borrower's assets under the bankruptcy or insolvency laws of any jurisdiction to which such Borrower is, or its assets are, subject, (b) all statutes of limitations as a defense to any action or proceeding brought against the Investor by the Agent, for itself and on behalf of the Lenders under this Agreement, to the fullest extent permitted by law, (c) any right the Investor may have to require the Agent or the Lenders to proceed against the Borrowers (or any of them), proceed against or exhaust any security held from the Borrowers (or any of them), or pursue any other remedy in the Agent's or the Lenders' power to pursue, (d) any defense based on any claim that the Investor's obligations hereunder exceed or are more burdensome than those of the Borrowers under the Financing Agreement or the other Loan Documents", "file_path": "cuad/SUNTRONCORP_05_17_2006-EX-10.22-MAINTENANCE AGREEMENT.txt"}, {"span": [21379, 21550], "answer": "EACH OF THE INVESTOR, THE AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.", "file_path": "cuad/SUNTRONCORP_05_17_2006-EX-10.22-MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [4869, 5252], "answer": "In the event that this Agreement is terminated pursuant to either Section 1.1.4 or 1.1.5 of this Agreement, this shall not of itself be deemed a breach hereof but Distributor shall have the right to receive monthly compensation from Vendor, or successor to the Vendor, representing the amount of profit to Distributor lost as a result of the termination (the \"Monthly Compensation\").", "file_path": "cuad/ENTERTAINMENTGAMINGASIAINC_02_15_2005-EX-10.5-DISTRIBUTOR AGREEMENT.txt"}, {"span": [5836, 6167], "answer": "The Monthly Compensation shall be paid for the remaining monthly periods remaining in the Term, as if the termination of this Agreement had not occurred, or twenty four (24) calendar months, which ever period is less, where payment shall be made no later than thirty (30) calendar days after the end of the relevant monthly period.", "file_path": "cuad/ENTERTAINMENTGAMINGASIAINC_02_15_2005-EX-10.5-DISTRIBUTOR AGREEMENT.txt"}, {"span": [7668, 7908], "answer": "Distributor agrees not to use in any manner whatsoever the marks, logos, images and copy of Vendor following the expiration or termination of this Agreement, except as may be needed to sell any Products remaining in Distributor's inventory.", "file_path": "cuad/ENTERTAINMENTGAMINGASIAINC_02_15_2005-EX-10.5-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Collaboration Agreement between F. Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc., and Foundation Medicine, Inc. for Genomic Testing Platforms; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [135073, 135260], "answer": "IN NO EVENT SHALL EITHER FMI OR ROCHE BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.", "file_path": "cuad/FOUNDATIONMEDICINE,INC_02_02_2015-EX-10.2-Collaboration Agreement.txt"}]
Question: Consider the Outsourcing Agreement for Electronic Data Processing Services between Virtual Item Processing Systems, Inc. and Brokers National Life Assurance Company; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [2240, 2473], "answer": "During the term of this Agreement, VIP shall provide BNL such access as necessary to the VIP System to allow BNL to attach one data communication line and up to seventy (70) addressable data communications devices to said VIP System.", "file_path": "cuad/BNLFINANCIALCORP_03_30_2007-EX-10.8-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [31293, 31676], "answer": "During the Term, without the prior written approval of Zogenix, Distributor shall not, and shall cause its Affiliates not to, either directly or indirectly, file for Regulatory Approval of, promote, market, offer for sale, sell, import or distribute in the Territory any product containing fenfluramine or any salt, enantiomer, or polymorph of fenfluramine, or any product for [***].", "file_path": "cuad/ZogenixInc_20190509_10-Q_EX-10.2_11663313_EX-10.2_Distributor Agreement.txt"}]
Question: Consider the Co-Branding Agreement between Dassault Systemes and PlanetCAD Inc.; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [19957, 20511], "answer": "As financial consideration under this Agreement, Net Revenue will be shared by the parties as follows:\n\n                 (a)   For so long as PlanetCAD hosts the Co-Branded Service,                         during which time PlanetCAD shall be the Billing Party,                         all Net Revenue derived from sales of the Co-Branded                         Service to Dassault Systemes Customers shall be                         apportioned [***] percent ([***]%) to Dassault Systems                         and [***] percent ([***]%) to PlanetCAD.", "file_path": "cuad/RandWorldwideInc_20010402_8-KA_EX-10.2_2102464_EX-10.2_Co-Branding Agreement.txt"}, {"span": [20536, 20985], "answer": "In the event that Dassault Systemes opts to host the                         Co-Branded Service pursuant to Section 4.7  [Change of Hosting] herein they                         shall become the Billing Party and all Net Revenue                         derived from sales of the Co-Branded Service shall be                         apportioned [***] percent ([***]%) to Dassault Systems                         and [***] percent ([***]%) to PlanetCAD.", "file_path": "cuad/RandWorldwideInc_20010402_8-KA_EX-10.2_2102464_EX-10.2_Co-Branding Agreement.txt"}, {"span": [37094, 37241], "answer": "The revenue sharing obligations set forth in Section 5.4  [Share of Net Revenue] shall be subject to re-negotiation at the end of the Initial Term.", "file_path": "cuad/RandWorldwideInc_20010402_8-KA_EX-10.2_2102464_EX-10.2_Co-Branding Agreement.txt"}]
Question: Consider the Software Maintenance Agreement between Leader Act Ltd HK and EZJR, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [891, 1043], "answer": "Subject to all other terms and conditions set forth herein, as of the date of this agreement, LEADER maintain the software for an additional five years.", "file_path": "cuad/HerImports_20161018_8-KA_EX-10.14_9765707_EX-10.14_Maintenance Agreement.txt"}]
Question: Consider the Maintenance Agreement between Thayer Equity Investors IV, L.P. and U.S. Bank National Association for Suntron Corporation and Affiliates; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [4927, 5278], "answer": "The Investor acknowledges and agrees that if a Maintenance Event of Default (as defined in Section 10 below) has occurred and is continuing hereunder, the Agent, for itself and on behalf of the Lenders, shall have the non-exclusive right to\n\n\n\n\n\nobtain specific performance of the obligation of the Investor to make the Required Capital Contributions.", "file_path": "cuad/SUNTRONCORP_05_17_2006-EX-10.22-MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [6729, 7150], "answer": "As part of the exclusive distribution right granted in this Section 2, Vendor hereby grants Distributor the non- exclusive, non-transferable right to use and display Vendor's trademarks, logos, Product photographs and images, Product advertising and promotional copy, including but not limited to the materials contained in Vendor's website, in connection with the promotion, advertising and distribution of the Products.", "file_path": "cuad/ENTERTAINMENTGAMINGASIAINC_02_15_2005-EX-10.5-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Collaboration Agreement between F. Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc., and Foundation Medicine, Inc. for Genomic Testing Platforms; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [73109, 73459], "answer": "Upon termination of the Agreement or the Work Stream requiring the use of the Samples, or upon completion of those activities requiring use of the Samples, FMI shall promptly return to Roche unused or remaining Samples, or, at FMI's option, securely dispose of all unused or remaining Samples and provide Roche with a written notice of such disposal.", "file_path": "cuad/FOUNDATIONMEDICINE,INC_02_02_2015-EX-10.2-Collaboration Agreement.txt"}, {"span": [147214, 148486], "answer": "Upon any termination of the Agreement, a Work Stream (or Approved Marker or Investigational Marker program), or this Agreement under Section 17.2.2, (i) FMI shall promptly return to Roche unused or remaining Samples that were provided for use in a terminated Work Stream (or related to the relevant Approved Marker or Investigational Marker), or, at Roche's option, securely dispose of all such unused or remaining Samples and provide Roche with a written notice of such disposal, (ii) each Party shall wind-down their activities under the Agreement in a manner that is intended to be expeditious and to mitigate losses arising from non-cancellable expenses and financial commitments to Third Parties, (iii) upon any termination by Roche under Section 17.2.3, or by FMI under Section 17.2.1 or Section 17.2.2, that includes the Immunotherapy Testing Platform Development Work Stream, the obligations in Section 3.2.8 shall terminate, (iv) each Party shall continue to Control its own intellectual property, including Patent Rights and Know-How, and Handle its own Patent Rights, and (v) Joint Patent Rights, if any, shall be handled by Roche subject to the provisions of Section 12.4 and 12.6, and each Party shall have the right to fully exploit such Joint Patent Rights.", "file_path": "cuad/FOUNDATIONMEDICINE,INC_02_02_2015-EX-10.2-Collaboration Agreement.txt"}]
Question: Consider the Outsourcing Agreement for Electronic Data Processing Services between Virtual Item Processing Systems, Inc. and Brokers National Life Assurance Company; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [6785, 6904], "answer": "The minimum monthly fee shall not be less than five thousand dollars ($5,000) per month (as applicable, \"Minimum Fee\").", "file_path": "cuad/BNLFINANCIALCORP_03_30_2007-EX-10.8-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [155487, 156037], "answer": "This Agreement and all questions regarding its existence, validity, interpretation, breach or performance and any dispute or claim arising out of or in connection with it (whether contractual or non-contractual in nature such as claims in tort, from breach of statute or regulation or otherwise) shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, United States, without reference to its conflicts of law principles to the extent those principles would require applying another jurisdiction's laws.", "file_path": "cuad/ZogenixInc_20190509_10-Q_EX-10.2_11663313_EX-10.2_Distributor Agreement.txt"}]
Question: Consider the Co-Branding Agreement between Dassault Systemes and PlanetCAD Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [45554, 45934], "answer": "This Agreement may be assigned or otherwise transferred, by operation of law or otherwise without the express written consent of PlanetCAD and Dassault Systemes, but in such event the assigning Party shall give notice to the non-assigning Party and the non-assigning Party shall have the right to terminate this Agreement within the 30-day period following receipt of such notice.", "file_path": "cuad/RandWorldwideInc_20010402_8-KA_EX-10.2_2102464_EX-10.2_Co-Branding Agreement.txt"}, {"span": [46005, 46253], "answer": "Either party may assign or otherwise transfer all or part of this Agreement to any of its Affiliates, and for as long as it remains an Affiliate; provided that no such assignment shall relieve a party of any of its obligations under this Agreement.", "file_path": "cuad/RandWorldwideInc_20010402_8-KA_EX-10.2_2102464_EX-10.2_Co-Branding Agreement.txt"}]
Question: Consider the Master Operation and Maintenance Agreement between Diamond State Generation Partners, LLC and Bloom Energy Corporation; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [28475, 28990], "answer": "\"Warranty Period\" means, (i) for each Bloom System, the period beginning on the day following the date that the \"Warranty Period\" for such Bloom System under and as defined in the MESPA has expired and ending on the twenty-first (21st) anniversary of the date of Commencement of Operations for such Bloom System and (ii) for the BOF, the period beginning on the day following the date that the Section 8.2(b) Warranty for such BOF has expired and ending on the twenty-first (21st) anniversary of such starting date.", "file_path": "cuad/BloomEnergyCorp_20180321_DRSA (on S-1)_EX-10_11240356_EX-10_Maintenance Agreement.txt"}, {"span": [38597, 39379], "answer": "In the case of a claim relating to the Power Performance Warranty for a One-Year Power Performance Warranty Period, upon receipt of such notice and verification that such One-Year Power Performance Warranty is applicable, Operator shall make a payment to Owner in an amount to be calculated pursuant to Section 2.6; provided that the cumulative aggregate amount of Operator's liability for all claims under this Section 2.5(c) shall not exceed [***] of the aggregate Purchase Price of all Bloom Systems in the Portfolio during the applicable period and the purchase price under the December 30 Bill of Sale (inclusive of any amounts paid or for which a pending claim has been made under the Power Performance Warranty or the Section 8.2(b) Warranty, as applicable, under the MESPA).", "file_path": "cuad/BloomEnergyCorp_20180321_DRSA (on S-1)_EX-10_11240356_EX-10_Maintenance Agreement.txt"}]
Question: Consider the Maintenance Agreement between Thayer Equity Investors IV, L.P. and U.S. Bank National Association for Suntron Corporation and Affiliates; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [20263, 20445], "answer": "THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.", "file_path": "cuad/SUNTRONCORP_05_17_2006-EX-10.22-MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [4605, 4840], "answer": "In the event of the termination of this Agreement for any reason whatsoever, the exclusive distribution right and license granted to Distributor pursuant to this Agreement shall automatically revert to Vendor as Vendor's sole property.", "file_path": "cuad/ENTERTAINMENTGAMINGASIAINC_02_15_2005-EX-10.5-DISTRIBUTOR AGREEMENT.txt"}, {"span": [6729, 7150], "answer": "As part of the exclusive distribution right granted in this Section 2, Vendor hereby grants Distributor the non- exclusive, non-transferable right to use and display Vendor's trademarks, logos, Product photographs and images, Product advertising and promotional copy, including but not limited to the materials contained in Vendor's website, in connection with the promotion, advertising and distribution of the Products.", "file_path": "cuad/ENTERTAINMENTGAMINGASIAINC_02_15_2005-EX-10.5-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Collaboration Agreement between F. Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc., and Foundation Medicine, Inc. for Genomic Testing Platforms; Does this contract provide for joint intellectual property ownership?
Relevant contract clauses:
[{"span": [106367, 106420], "answer": "FMI and Roche shall jointly own all Joint Inventions.", "file_path": "cuad/FOUNDATIONMEDICINE,INC_02_02_2015-EX-10.2-Collaboration Agreement.txt"}]
Question: Consider the Outsourcing Agreement for Electronic Data Processing Services between Virtual Item Processing Systems, Inc. and Brokers National Life Assurance Company; Are there any price restrictions or controls specified in this contract?
Relevant contract clauses:
[{"span": [27635, 27988], "answer": "After the initial twelve months of this Agreement, VIP may adjust the rates in Schedule A to VIP's then current standard rates for such services, provided that it provides BNL with notice of any such adjustment not less ~han thirty (30) days prior to any such adjustment and that such rates shall not increase by more than ten ( 10% ) percent per year .", "file_path": "cuad/BNLFINANCIALCORP_03_30_2007-EX-10.8-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between Dassault Systemes and PlanetCAD Inc.; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [46254, 46560], "answer": "In the event there is a change of Control of an Affiliate which terminates its status as an Affiliate of the party to this Agreement, and this Agreement has been assigned to such an Affiliate, this Agreement must be assigned back to the party within 6 months of the effective date of the change of Control.", "file_path": "cuad/RandWorldwideInc_20010402_8-KA_EX-10.2_2102464_EX-10.2_Co-Branding Agreement.txt"}]
Question: Consider the Outsourcing Agreement for Electronic Data Processing Services between Virtual Item Processing Systems, Inc. and Brokers National Life Assurance Company; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [32311, 32557], "answer": "Neither party to this Agreement shall assign, subcontract, or otherwise conveyor delegate its rights or duties hereunder to any third party without the prior written consent of the other party hereto, such consent not to be unreasonably withheld.", "file_path": "cuad/BNLFINANCIALCORP_03_30_2007-EX-10.8-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Collaboration Agreement between F. Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc., and Foundation Medicine, Inc. for Genomic Testing Platforms; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [108626, 108760], "answer": "FMI shall assign to Roche its rights to any intellectual property in or arising from the Sample Results (except for FMI Improvements).", "file_path": "cuad/FOUNDATIONMEDICINE,INC_02_02_2015-EX-10.2-Collaboration Agreement.txt"}, {"span": [109040, 109405], "answer": "Roche shall exclusively own all information, results, and intellectual property from Advanced Genomic Analyses performed on Roche samples (\"Roche-Owned Advanced Genomic Analysis Results\"), and any inventions arising from the Roche-Owned Advanced Genomic Analysis Results, and FMI will assign all rights to any such inventions to Roche (except for FMI Improvements).", "file_path": "cuad/FOUNDATIONMEDICINE,INC_02_02_2015-EX-10.2-Collaboration Agreement.txt"}, {"span": [109993, 110354], "answer": "Roche shall exclusively own, and FMI shall assign to Roche, all intellectual property arising from the Immunotherapy Testing Platform Development that Covers methods of treatment, stratifying patients, or identifying patients that would benefit from a particular treatment, and all other methods useful in connection with the therapeutic treatment of a patient.", "file_path": "cuad/FOUNDATIONMEDICINE,INC_02_02_2015-EX-10.2-Collaboration Agreement.txt"}]
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [8754, 9269], "answer": "Subject to the mutual agreement of Vendor and Distributor, in the event that Vendor provides a new sales lead to Distributor that results in the sale of the Products, Distributor shall pay to Vendor a commission equal to twenty-five percent (25%) of the gross profit for the Products, where gross profit shall mean the difference between the price paid by the customer (where Distributor will determine the customer price for the Products on a case by case basis) and the price paid by Distributor for the Products.", "file_path": "cuad/ENTERTAINMENTGAMINGASIAINC_02_15_2005-EX-10.5-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Maintenance Agreement between Thayer Equity Investors IV, L.P. and U.S. Bank National Association for Suntron Corporation and Affiliates; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [25700, 26943], "answer": "This Agreement shall terminate upon the earliest to occur of: (i) the date on which the aggregate Required Capital Contributions paid by the Investor, and received by the Borrowers, in accordance with the terms of this Agreement equal $5,000,000; (ii) the Release Date (as defined in Section 19) or (iii) payment in full, in cash, of all Obligations and the termination of the Financing Agreement; provided, however, that this Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time the aggregate Required Capital Contributions paid by the Investor, and received by the Borrowers, in accordance with the terms of this Agreement is less than $5,000,000 and any payment, or any part thereof, on account of any of the Obligations is invalidated, declared to be fraudulent or preferential, set aside, rescinded or must otherwise be restored or returned by the Agent or the Lenders upon the insolvency, bankruptcy, liquidation, dissolution or reorganization of any Borrower or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for any Borrower, or any substantial part of its property, or otherwise, all as though such payment had not been made.", "file_path": "cuad/SUNTRONCORP_05_17_2006-EX-10.22-MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between Dassault Systemes and PlanetCAD Inc.; Is there a clause preventing the solicitation of customers in this contract?
Relevant contract clauses:
[{"span": [27725, 27958], "answer": "During the Term of this Agreement, and for a period of one year thereafter, except as expressly provided in this Agreement, PlanetCAD shall not market any services to Customers without the prior written approval of Dassault Systemes.", "file_path": "cuad/RandWorldwideInc_20010402_8-KA_EX-10.2_2102464_EX-10.2_Co-Branding Agreement.txt"}]
Question: Consider the Distributorship Agreement between Zogenix Inc. and Nippon Shinyaku Company Ltd. for Fintepla®; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [134843, 135030], "answer": "This Agreement shall commence on the Effective Date and shall remain in effect until September 1, 2045, unless earlier terminated by either Party pursuant to this Article 12 (the \"Term\").", "file_path": "cuad/ZogenixInc_20190509_10-Q_EX-10.2_11663313_EX-10.2_Distributor Agreement.txt"}]
Question: Consider the Master Operation and Maintenance Agreement between Diamond State Generation Partners, LLC and Bloom Energy Corporation; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [47911, 48126], "answer": "All such records required to be created and maintained pursuant to Section 2.12(a) shall be kept available at the Operator's office and made available for the Owner's inspection upon request at all reasonable times.", "file_path": "cuad/BloomEnergyCorp_20180321_DRSA (on S-1)_EX-10_11240356_EX-10_Maintenance Agreement.txt"}]
Question: Consider the Distributorship Agreement between STAAR Surgical AG and Distributor; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [27873, 28323], "answer": "Distributor acknowledges that Company owns and retains all patents, trademarks, copyrights and other proprietary rights in the Products, and agrees that it will not at any time during or after the termination of this Agreement assert or claim any interest in or take any action which may adversely affect the validity or enforceability of any trademark, trade name, trade secret, copyright, or other proprietary right owned by or licensed to Company.", "file_path": "cuad/StaarSurgicalCompany_20180801_10-Q_EX-10.37_11289449_EX-10.37_Distributor Agreement.txt"}]
Question: Consider the Master Operation and Maintenance Agreement between Diamond State Generation Partners, LLC and Bloom Energy Corporation; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [50769, 51033], "answer": "Operator grants to Owner the limited right to use any Training Materials which are provided under this Agreement, and Owner agrees that upon termination of this Agreement for any reason, Owner shall return all Training Materials, including any copies, to Operator.", "file_path": "cuad/BloomEnergyCorp_20180321_DRSA (on S-1)_EX-10_11240356_EX-10_Maintenance Agreement.txt"}]
Question: Consider the Construction and Maintenance Agreement for TAT-14 Cable Network between Deutsche Telekom AG and Multiple Telecommunications Companies; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [50227, 50411], "answer": "Should the Managing Group agree to jointly          insure against such risks, the cost of such insurance will form part of          the capital costs referred to in Subparagraph 13.1.", "file_path": "cuad/STARTECGLOBALCOMMUNICATIONSCORP_11_16_1998-EX-10.30-CONSTRUCTION AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between VendingData Corporation and Technical Casino Supplies Ltd for Casino Products; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [10947, 11332], "answer": "Distributor shall not sell or otherwise transfer any of the rights granted pursuant to this Agreement to any third party without the prior written consent of Vendor; provided, however, Distributor may enter into distribution arrangements with regional distributors within the Territory in its efforts to promote, advertise and distribute the Products in accordance with this Agreement;", "file_path": "cuad/ENTERTAINMENTGAMINGASIAINC_02_15_2005-EX-10.5-DISTRIBUTOR AGREEMENT.txt"}, {"span": [41726, 42069], "answer": "No assignment by either Party of any rights, including rights to money due or to become due under this Agreement, or delegation of any duties under this Agreement or under any purchase orders subject to this Agreement, shall be binding on the nonassigning Party unless and until a written consent has been obtained from the nonassigning Party.", "file_path": "cuad/ENTERTAINMENTGAMINGASIAINC_02_15_2005-EX-10.5-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Collaboration Agreement between F. Hoffmann-La Roche Ltd, Hoffmann-La Roche Inc., and Foundation Medicine, Inc. for Genomic Testing Platforms; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [48962, 49411], "answer": "Not later than the first Business Day of […***…] during the Profiling Term and Profiling Renewal Terms, Roche will provide FMI with a rolling forecast of its estimated requirements for Sample Profiling for the following […***…], the rolling forecast for the […***…] of which shall be deemed to be a binding order for sample volume (including specifications for the number of samples to be run using each of FMI's different tests) (\"Binding Orders\").", "file_path": "cuad/FOUNDATIONMEDICINE,INC_02_02_2015-EX-10.2-Collaboration Agreement.txt"}]
Question: Consider the Outsourcing Agreement for Electronic Data Processing Services between Virtual Item Processing Systems, Inc. and Brokers National Life Assurance Company; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [32994, 33125], "answer": "This Agreement and performance hereunder shall be governed by the laws of the State of Oklahoma without regard to conflict of laws.", "file_path": "cuad/BNLFINANCIALCORP_03_30_2007-EX-10.8-OUTSOURCING AGREEMENT.txt"}]