orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [10214, 10514], "answer": "Company will pay Distributor (or its Assignee) Ten Percent (10%) of the Master Distributor Override generated by each Customer Kiosk Location. (Master Distributor Override (\"MDO\") shall mean Total Revenue per Customer Kiosk Location collected by SRXS from third party payors and patient cash payments", "file_path": "cuad/SmartRxSystemsInc_20180914_1-A_EX1A-6 MAT CTRCT_11351705_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}, {"span": [11134, 11452], "answer": "For each Customer Kiosk contracted and implemented by Distributor, Company shall also pay a management fee of 40% of Net Income (Net Income for this purpose is defined as EBITDA less percentage paid to the client. The balance is then split 40%/60% to A3 Development Group, LLC and Smart RX Systems, Inc. respectively).", "file_path": "cuad/SmartRxSystemsInc_20180914_1-A_EX1A-6 MAT CTRCT_11351705_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}, {"span": [11687, 12143], "answer": "The Payment(s) to Distributor or its Assignee, as set forth herein, shall be further set forth in each Class A Series Agreement, along with the respective ownership interest for both the Company and the Distributor (or its Assignee) for each respective Kiosk Location which shall have its own separate Series, as defined by the Texas Business Organizations Code for Series Limited Liability Companies, and as set forth in the Company's Operating Agreement.", "file_path": "cuad/SmartRxSystemsInc_20180914_1-A_EX1A-6 MAT CTRCT_11351705_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and PaperExchange.com, LLC; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [11283, 11526], "answer": "PaperExchange hereby grants VerticalNet an exclusive license to use, modify, enhance, reproduce, display, perform and transmit the PaperExchange Content, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "file_path": "cuad/PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement.txt"}, {"span": [17011, 17981], "answer": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation\"). PaperExchange shall retain the right to place advertisements for its own account on the remaining ***** of the Third Party Advertising Allocation; provided, however, that if any portion of such Third Party Advertising Allocation remains unsold 45 days after it becomes available for advertising, VerticalNet shall have the exclusive right to arrange for third party advertising on such unsold Third Party Advertising Allocation.", "file_path": "cuad/PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement.txt"}]
Question: Consider the Software License and Maintenance Agreement between Garman Routing Systems, Inc. and Sparkling Spring Water Group Limited; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [2225, 2548], "answer": "Garman hereby grants to Sparkling, for the use of Sparkling and affiliated companies of Sparkling operating at Authorized Locations, a non-transferable and non-exclusive licence to use: (i) the Software, safely in executable object code format, at each AS400 at each of the Authorized Locations; and (ii) the Documentation.", "file_path": "cuad/SPARKLINGSPRINGWATERHOLDINGSLTD_07_03_2002-EX-10.13-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Non-Exclusive License Agreement between The Johns Hopkins University and Virtuoso Surgical, Inc. for Commercial Development of Surgical Products; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [4536, 4663], "answer": "Company shall not sublicense to others under this Agreement, nor extend the rights granted hereunder to any affiliated company.", "file_path": "cuad/VirtuosoSurgicalInc_20191227_1-A_EX1A-6 MAT CTRCT_11933379_EX1A-6 MAT CTRCT_License Agreement.txt"}, {"span": [14426, 14844], "answer": "This Agreement is binding upon and shall inure to the benefit of JHU, its successors and assignees and shall not be assignable to another party, except that the Company shall have the right to assign this Agreement to another party in the case of the sale or transfer by the Company of all, or substantially all, of its assets relating to the LICENSED PRODUCT(S), LICENSED SERVICE(S) or PATENT RIGHT(S), to that party.", "file_path": "cuad/VirtuosoSurgicalInc_20191227_1-A_EX1A-6 MAT CTRCT_11933379_EX1A-6 MAT CTRCT_License Agreement.txt"}]
Question: Consider the Distributor Agreement between Accuray Incorporated and Siemens Aktiengesellschaft for Multiple LINAC and Multi-Modality Purchases; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [52564, 52836], "answer": "Accuray  hereby grants Distributor or Customer a nonexclusive, non-transferable, royalty-free right to use the software provided in  connection with the Products only in machine readable form and only in combination with the Products with which such software is  provided.", "file_path": "cuad/ACCURAYINC_09_01_2010-EX-10.31-DISTRIBUTOR AGREEMENT.txt"}, {"span": [53054, 53372], "answer": "Accuray hereby grants to  Customers of Products a non-exclusive, non-transferable and royalty-free license under any Patents owned by Accuray or the  licensing of which is controlled by Accuray that, but for this license, would be infringed by the use of such Products in accordance  with the applicable Specification.", "file_path": "cuad/ACCURAYINC_09_01_2010-EX-10.31-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Second Amendment to Services Agreement between Federated Investment Management Company and Federated Advisory Services Company; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [4740, 4861], "answer": "This Second Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.", "file_path": "cuad/FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_SECONDAMENDMENT.txt"}]
Question: Consider the Sponsorship Agreement between RMF Empire, Inc. DBA West Coast Customs and Bosch International, LLC / XLI Technologies, Inc. for Promotion of 'Light Sheets'; Is there a non-disparagement clause in this contract?
Relevant contract clauses:
[{"span": [1707, 1900], "answer": "In further consideration of this Agreement, XLI shall not in any way disparage the Trademarks, nor any of WCC's parent, subsidiary, or affiliated companies' trademarks or its or their products.", "file_path": "cuad/XLITECHNOLOGIES,INC_12_11_2015-EX-10.1-Sponsorship Agreement.txt"}]
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; Is there a non-disparagement clause in this contract?
Relevant contract clauses:
[{"span": [21011, 21242], "answer": "However, conduct which Company, in its discretion, deems detrimental to Company's image or reputation, shall be grounds for termination of this Agreement, upon reasonable notice and the failure to cure such behavior by Distributor.", "file_path": "cuad/SmartRxSystemsInc_20180914_1-A_EX1A-6 MAT CTRCT_11351705_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}, {"span": [30739, 31124], "answer": "Termination by Company under this Section 12.2 shall be effective sixty (60) days following Company's giving of notice to Distributor if the occurrence giving rise to the right of termination has not been cured, or immediately in the event of a breach of Section 6 regarding Non-Disclosure of Confidential Information or Section 7.1 regarding conduct injurious to Company's reputation.", "file_path": "cuad/SmartRxSystemsInc_20180914_1-A_EX1A-6 MAT CTRCT_11351705_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}]
Question: Consider the Non-Exclusive License Agreement between The Johns Hopkins University and Virtuoso Surgical, Inc. for Commercial Development of Surgical Products; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [28495, 28699], "answer": "COMPANY will pay JHU a fee equal one percent (1%) of the Aggregate Consideration received by the COMPANY, or the total amount received by stockholders of COMPANY, upon the occurrence of a Liquidity Event.", "file_path": "cuad/VirtuosoSurgicalInc_20191227_1-A_EX1A-6 MAT CTRCT_11933379_EX1A-6 MAT CTRCT_License Agreement.txt"}, {"span": [28701, 29137], "answer": "uch fee shall be paid after only the first to occur of either a Liquidation Event or an Initial Public Offering. The respective fees, when and if payable, shall be paid upon closing; except that if there are additional contingent amounts (\"Trailing Consideration\") payable upon the occurrence of subsequent events, then the Trailing Consideration shall be due and payable to JHU within thirty (30) days after receipt thereof by COMPANY.", "file_path": "cuad/VirtuosoSurgicalInc_20191227_1-A_EX1A-6 MAT CTRCT_11933379_EX1A-6 MAT CTRCT_License Agreement.txt"}, {"span": [29142, 29817], "answer": "For a Liquidity Event, the fee required under Section 4.1 of this Exhibit A above shall be payable to JHU by COMPANY in the same form as the proceeds paid or payable to either COMPANY or its security holders, whether in cash, securities or other property, and in the same proportion as such form of consideration is paid or payable to COMPANY or its security holders. Notwithstanding the foregoing, in the event the form of consideration paid or payable includes securities for which there is not an active public market, in lieu of paying that portion of the fee with such securities COMPANY will make a cash payment to JHU equal to the fair market value of such securities.", "file_path": "cuad/VirtuosoSurgicalInc_20191227_1-A_EX1A-6 MAT CTRCT_11933379_EX1A-6 MAT CTRCT_License Agreement.txt"}]
Question: Consider the Software License and Maintenance Agreement between Garman Routing Systems, Inc. and Sparkling Spring Water Group Limited; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [2225, 2548], "answer": "Garman hereby grants to Sparkling, for the use of Sparkling and affiliated companies of Sparkling operating at Authorized Locations, a non-transferable and non-exclusive licence to use: (i) the Software, safely in executable object code format, at each AS400 at each of the Authorized Locations; and (ii) the Documentation.", "file_path": "cuad/SPARKLINGSPRINGWATERHOLDINGSLTD_07_03_2002-EX-10.13-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}, {"span": [19732, 20337], "answer": "Garman hereby grants to Sparkling, a perpetual, fully paid, non-exclusive license entitling Sparkling to use and reproduce the Codes deposited with it pursuant to Section (a) to change, update, add to, or substitute the Codes, the Software or any part thereof, limited to Sparkling's needs for the use and improvement of the Software or Sparkling's operations, provided that Sparkling shall only be entitled to utilize such license if Sparkling terminates this Agreement pursuant to Section 17(c) due to Garman's default, or if Garman ceases to support the Software as required pursuant to this Agreement.", "file_path": "cuad/SPARKLINGSPRINGWATERHOLDINGSLTD_07_03_2002-EX-10.13-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Accuray Incorporated and Siemens Aktiengesellschaft for Multiple LINAC and Multi-Modality Purchases; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [52564, 52836], "answer": "Accuray  hereby grants Distributor or Customer a nonexclusive, non-transferable, royalty-free right to use the software provided in  connection with the Products only in machine readable form and only in combination with the Products with which such software is  provided.", "file_path": "cuad/ACCURAYINC_09_01_2010-EX-10.31-DISTRIBUTOR AGREEMENT.txt"}, {"span": [53054, 53372], "answer": "Accuray hereby grants to  Customers of Products a non-exclusive, non-transferable and royalty-free license under any Patents owned by Accuray or the  licensing of which is controlled by Accuray that, but for this license, would be infringed by the use of such Products in accordance  with the applicable Specification.", "file_path": "cuad/ACCURAYINC_09_01_2010-EX-10.31-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Services Agreement between Federated Investment Management Company and Federated Advisory Services Company; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [4560, 4709], "answer": "The Adviser and FASC are each hereby expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party.", "file_path": "cuad/FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between RMF Empire, Inc. DBA West Coast Customs and Bosch International, LLC / XLI Technologies, Inc. for Promotion of 'Light Sheets'; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [4329, 4449], "answer": "Unless earlier terminated, this Agreement shall take effect on December 1st, 2015 and shall expire on November 30, 2016.", "file_path": "cuad/XLITECHNOLOGIES,INC_12_11_2015-EX-10.1-Sponsorship Agreement.txt"}]
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [3816, 4194], "answer": "Company hereby appoints Distributor as Company's exclusive Distributor for the State of Texas, and Distributor accepts the appointment and agrees to represent the Products within the Territory. Company agrees that no other Distributor will be appointed in any other state as a Distributor unless it is either the Company or Distributor, save and except for the state of Florida.", "file_path": "cuad/SmartRxSystemsInc_20180914_1-A_EX1A-6 MAT CTRCT_11351705_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and PaperExchange.com, LLC; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [63195, 63348], "answer": "This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.", "file_path": "cuad/PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement.txt"}]
Question: Consider the Non-Exclusive License Agreement between The Johns Hopkins University and Virtuoso Surgical, Inc. for Commercial Development of Surgical Products; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [25919, 26478], "answer": "If COMPANY proposes to sell any equity securities or securities that are convertible into equity securities of COMPANY (collectively, \"Equity Securities\") in any new round of financing, then COMPANY shall offer JHU and/or its Assignee (as defined below) an opportunity to purchase either: (i) up to that portion of the Equity Securities that equals JHU's then current, fully-diluted percentage ownership interest in COMPANY, or (ii) if the percentage offered for sale by COMPANY is less, then up to five percent (5%) of the Equity Securities offered for sale.", "file_path": "cuad/VirtuosoSurgicalInc_20191227_1-A_EX1A-6 MAT CTRCT_11933379_EX1A-6 MAT CTRCT_License Agreement.txt"}]
Question: Consider the Software License and Maintenance Agreement between Garman Routing Systems, Inc. and Sparkling Spring Water Group Limited; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [20873, 20980], "answer": "Sparkling may terminate this Agreement at any time upon ninety (90) calendar days written notice to Garman.", "file_path": "cuad/SPARKLINGSPRINGWATERHOLDINGSLTD_07_03_2002-EX-10.13-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Accuray Incorporated and Siemens Aktiengesellschaft for Multiple LINAC and Multi-Modality Purchases; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [62883, 63145], "answer": "This Agreement shall be governed by, and construed in accordance with, the laws of the Federal Republic of Germany excluding the United Nations Convention on Contracts of International Sale of Goods (CISG) and the provisions of German private  international law.", "file_path": "cuad/ACCURAYINC_09_01_2010-EX-10.31-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Services Agreement between Federated Investment Management Company and Federated Advisory Services Company; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [2029, 2195], "answer": "Upon reasonable request, copies of any such books and records shall be provided promptly by FASC to the Account or the Account's owners or authorized representatives.", "file_path": "cuad/FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT.txt"}]
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [33927, 34090], "answer": "This Distributor Agreement shall be exclusively governed, construed, enforced and controlled by the laws of the United States of America and of the State of Texas.", "file_path": "cuad/SmartRxSystemsInc_20180914_1-A_EX1A-6 MAT CTRCT_11351705_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [41099, 41755], "answer": "EXCEPT UNDER SECTION 13(c) and (d), IN NO EVENT WILL EITHER                   PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR                   CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT,                   TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT                   PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE                   LIABILITY OF EXCITE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER,                   WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS                   LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS ACTUALLY PAID BY                   SPONSOR TO EXCITE HEREUNDER.", "file_path": "cuad/N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and PaperExchange.com, LLC; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [43231, 43564], "answer": "This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a \"Renewal Term\"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.", "file_path": "cuad/PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement.txt"}]
Question: Consider the Non-Exclusive License Agreement between The Johns Hopkins University and Virtuoso Surgical, Inc. for Commercial Development of Surgical Products; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [11942, 12094], "answer": "Company may terminate this Agreement and the license granted herein, for any reason, upon giving JHU sixty (60) days written notice under Paragraph 8.1.", "file_path": "cuad/VirtuosoSurgicalInc_20191227_1-A_EX1A-6 MAT CTRCT_11933379_EX1A-6 MAT CTRCT_License Agreement.txt"}]
Question: Consider the Software License and Maintenance Agreement between Garman Routing Systems, Inc. and Sparkling Spring Water Group Limited; Is there a clause preventing the solicitation of employees in this contract?
Relevant contract clauses:
[{"span": [23312, 23658], "answer": "During the term of this Agreement and for a period of one year thereafter, both parties agree not to hire or allow its respective affiliates to hire any employee of the other party, or any person who was an employee of the other party during the previous six months and who was directly involved in the provision of services under this Agreement.", "file_path": "cuad/SPARKLINGSPRINGWATERHOLDINGSLTD_07_03_2002-EX-10.13-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Accuray Incorporated and Siemens Aktiengesellschaft for Multiple LINAC and Multi-Modality Purchases; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [45982, 46501], "answer": "Unless otherwise agreed in writing by Accuray and Distributor and subject to the termination rights contained in this Agreement,  this Agreement shall begin on the Effective Date and shall continue until the termination of the Strategic Alliance Agreement;  provided, however, that if a Termination Election relating to this Agreement is made pursuant to Section 10.3 of the Strategic  Alliance Agreement prior to such termination, this Agreement shall terminate 36 months after such Termination Election (the  \"Term\").", "file_path": "cuad/ACCURAYINC_09_01_2010-EX-10.31-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Services Agreement between Federated Investment Management Company and Federated Advisory Services Company; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [5356, 6834], "answer": "Notwithstanding the foregoing, to the extent that the Services to be provided with respect to any Account which is registered as an investment company under the 1940 Act (herein referred to as a \"registered investment company\") are services referred to in the definition of \"investment advisor\" under Section 202(a)(11) of the Investment Company Act of 1940 (herein referred to as \"investment advisory services\"), then with respect to such Account, this Agreement:\n\n(i) shall not commence until the effective date of its approval by the board of directors or trustees (\"Board\") of such Account;\n\n(ii) shall continue from year to year thereafter, subject to the provisions for termination and all other terms and conditions hereof, only if such continuation shall be specifically approved at least annually by a majority of the Board, including a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party (other than as members of the Board) cast in person at a meeting called for that purpose;\n\n(iii) may be terminated at any time without the payment of any penalty by the Board or by a vote of a majority of the outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act) of the Account on 60 days' written notice to the Adviser;\n\n(iv) shall automatically terminate in the event of (A) its assignment (as defined in the 1940 Act) or (B) termination of the Advisory Agreement for any reason whatsoever.", "file_path": "cuad/FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [41099, 41470], "answer": "EXCEPT UNDER SECTION 13(c) and (d), IN NO EVENT WILL EITHER                   PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR                   CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT,                   TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT                   PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.", "file_path": "cuad/N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and PaperExchange.com, LLC; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [43231, 43564], "answer": "This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a \"Renewal Term\"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.", "file_path": "cuad/PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement.txt"}]
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [29775, 30211], "answer": "This contract shall remain in effect initially for the five (5) year term (\"Initial Term\") from the date signed and shall be automatically extended for one (1) year periods after the Initial Term (\"Renewal Term\") unless (i) either party provides written notice of its intention not to renew the Agreement within 180 days prior to any Renewal Term; or (ii) this Agreement is otherwise terminated pursuant to the terms of this Section 12.", "file_path": "cuad/SmartRxSystemsInc_20180914_1-A_EX1A-6 MAT CTRCT_11351705_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}]
Question: Consider the Software License and Maintenance Agreement between Garman Routing Systems, Inc. and Sparkling Spring Water Group Limited; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [26558, 26667], "answer": "This Agreement shall be governed by the laws of Nova Scotia and the laws of Canada applicable in Nova Scotia.", "file_path": "cuad/SPARKLINGSPRINGWATERHOLDINGSLTD_07_03_2002-EX-10.13-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Non-Exclusive License Agreement between The Johns Hopkins University and Virtuoso Surgical, Inc. for Commercial Development of Surgical Products; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [22414, 22727], "answer": "This Agreement shall be construed, and legal relations between the parties hereto shall be determined, in accordance with the laws of the State of Maryland applicable to contracts solely executed and wholly to be performed within the State of Maryland without giving effect to the principles of conflicts of laws.", "file_path": "cuad/VirtuosoSurgicalInc_20191227_1-A_EX1A-6 MAT CTRCT_11933379_EX1A-6 MAT CTRCT_License Agreement.txt"}]
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [26903, 27339], "answer": "Distributor acknowledges Airspan's exclusive right, title, and interest in and to any trademarks, trade names, logos and designations which Airspan may at any time have adopted, used, or registered in the United States of America and in the Territory (the \"Trademarks\"), and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, and interest.", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}, {"span": [27341, 27676], "answer": "In connection with any reference to the Trademarks, Distributor shall not in any manner represent that it has an ownership interest in the Trademarks or registration(s) thereof, and Distributor acknowledges that no action by it or on its behalf shall create in Distributor's favor any right, title, or interest in or to the Trademarks.", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}, {"span": [27683, 28054], "answer": "Distributor recognizes the validity of Airspan's copyright in any written material to which Airspan shall have made a claim to copyright protection, and Distributor specifically recognizes Airspan's exclusive right to copyright protection and/or registration of any translation of any advertising, promotional, or descriptive material furnished to Distributor by Airspan.", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}, {"span": [30946, 31190], "answer": "Distributor admits Airspan's exclusive ownership of the name \"Airspan Networks Incorporated\", \"Airspan Communications Ltd.\", \"ANI\", \"ACL\", and any abbreviations or derivations thereof and all of Airspan's Trademarks (whether registered or not).", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}]
Question: Consider the Services Agreement between Federated Investment Management Company and Federated Advisory Services Company; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [7729, 7843], "answer": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.", "file_path": "cuad/FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [23933, 24707], "answer": "Excite                   may, upon no less than thirty (30) days prior written notice                   to Sponsor, cause an independent Certified Public Accountant                   to inspect the records of Sponsor reasonably related to the                   calculation of such payments during Sponsor's normal business                   hours. The fees charged by such Certified Public Accountant in                   connection with the inspection will be paid by Excite unless                   the payments made to Excite are determined to have been less                   than ninety percent (90%) of the payment owed to Excite, in                   which case Sponsor will be responsible for the payment of the                   reasonable fees for such inspection.", "file_path": "cuad/N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [29775, 30211], "answer": "This contract shall remain in effect initially for the five (5) year term (\"Initial Term\") from the date signed and shall be automatically extended for one (1) year periods after the Initial Term (\"Renewal Term\") unless (i) either party provides written notice of its intention not to renew the Agreement within 180 days prior to any Renewal Term; or (ii) this Agreement is otherwise terminated pursuant to the terms of this Section 12.", "file_path": "cuad/SmartRxSystemsInc_20180914_1-A_EX1A-6 MAT CTRCT_11351705_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and PaperExchange.com, LLC; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [3308, 3469], "answer": "Initial Term shall mean the Effective Date through the day prior to the fourth anniversary of the Effective Date, unless earlier terminated pursuant to Section 8", "file_path": "cuad/PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement.txt"}]
Question: Consider the Software License and Maintenance Agreement between Garman Routing Systems, Inc. and Sparkling Spring Water Group Limited; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [10077, 10329], "answer": "For a renewable one-year term commencing upon the Maintenance Commencement Date, subject to payment of maintenance fees in accordance with the Fee Schedule but without additional fees or charges, Garman shall provide the following Maintenance Services:", "file_path": "cuad/SPARKLINGSPRINGWATERHOLDINGSLTD_07_03_2002-EX-10.13-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Non-Exclusive License Agreement between The Johns Hopkins University and Virtuoso Surgical, Inc. for Commercial Development of Surgical Products; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [11714, 11913], "answer": "This term of this Agreement shall commence on the EFFECTIVE DATE and shall continue, in each country, until the date of expiration of the last to expire patent within PATENT RIGHT(S) in that country.", "file_path": "cuad/VirtuosoSurgicalInc_20191227_1-A_EX1A-6 MAT CTRCT_11933379_EX1A-6 MAT CTRCT_License Agreement.txt"}]
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [47118, 47412], "answer": "The warranty period for any item of Equipment and related Software shall be twelve (12) months from the date of delivery of such Equipment and related Software to Distributor as set forth in Paragraph 8.1 (hereinafter, this period of time shall be referred to as the \"Initial Warranty Period.\")", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}, {"span": [47419, 47627], "answer": "Airspan's obligation and Distributor's sole remedy under this warranty are limited to the replacement or repair, at Airspan's option, of the defective Equipment or Software within the Initial Warranty Period.", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}, {"span": [48376, 48730], "answer": "Subject to the provisions of this warranty clause, defective parts or components must be returned by Distributor to Airspan's designated facility located within the contiguous 48 states in the United States, freight prepaid, within the Initial Warranty Period, and said defective parts will be repaired or replaced by Airspan at no charge to Distributor.", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}, {"span": [50002, 50426], "answer": "Airspan warrants that, following repair or replacement, the repaired or replaced Equipment or Software by Airspan shall be free from defects in materials and faulty workmanship and that the Software will conform in all material respects to Airspan's published specifications therefor for ninety (90) days from date of shipment from Airspan to Distributor or until the end of the Initial Warranty Period, whichever is longer.", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}]
Question: Consider the Services Agreement between Federated Investment Management Company and Federated Advisory Services Company; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [5048, 5346], "answer": "Subject to the remaining provisions of this Section, the term of this Agreement shall begin on the effective date first above written and shall continue until terminated by mutual agreement of the parties hereto or by either party on not less than 60 days' written notice to the other party hereto.", "file_path": "cuad/FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT.txt"}, {"span": [5356, 6834], "answer": "Notwithstanding the foregoing, to the extent that the Services to be provided with respect to any Account which is registered as an investment company under the 1940 Act (herein referred to as a \"registered investment company\") are services referred to in the definition of \"investment advisor\" under Section 202(a)(11) of the Investment Company Act of 1940 (herein referred to as \"investment advisory services\"), then with respect to such Account, this Agreement:\n\n(i) shall not commence until the effective date of its approval by the board of directors or trustees (\"Board\") of such Account;\n\n(ii) shall continue from year to year thereafter, subject to the provisions for termination and all other terms and conditions hereof, only if such continuation shall be specifically approved at least annually by a majority of the Board, including a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party (other than as members of the Board) cast in person at a meeting called for that purpose;\n\n(iii) may be terminated at any time without the payment of any penalty by the Board or by a vote of a majority of the outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act) of the Account on 60 days' written notice to the Adviser;\n\n(iv) shall automatically terminate in the event of (A) its assignment (as defined in the 1940 Act) or (B) termination of the Advisory Agreement for any reason whatsoever.", "file_path": "cuad/FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [26820, 27466], "answer": "Subject to the terms and conditions of this                   Agreement, Sponsor hereby grants to Excite a royalty-free,                   non-exclusive, worldwide license to use, reproduce,                   distribute, transmit and publicly display the Content in                   accordance with this Agreement and to sub-license the Content                   to Excite's wholly-owned subsidiaries or to joint ventures in                   which Excite participates for the sole purpose of using,                   reproducing, distributing, transmitting and publicly                   displaying the Content in accordance with this Agreement", "file_path": "cuad/N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Exclusive Distributor Agreement between Smart RX Systems, Inc. and A3 Development Group, LLC for Smart Pharm Assist Kiosk™; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [29775, 30211], "answer": "This contract shall remain in effect initially for the five (5) year term (\"Initial Term\") from the date signed and shall be automatically extended for one (1) year periods after the Initial Term (\"Renewal Term\") unless (i) either party provides written notice of its intention not to renew the Agreement within 180 days prior to any Renewal Term; or (ii) this Agreement is otherwise terminated pursuant to the terms of this Section 12.", "file_path": "cuad/SmartRxSystemsInc_20180914_1-A_EX1A-6 MAT CTRCT_11351705_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [41022, 41135], "answer": "In addition, Neoforma shall not now or in the future contest the validity of VerticalNet's Intellectual Property.", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}, {"span": [41486, 41598], "answer": "In addition, VerticalNet shall not now or in the future contest the validity of Neoforma's Intellectual Property", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}]
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [99759, 100001], "answer": "Neither Vyera, nor any of its Affiliates shall directly or indirectly, challenge, or assist any Third Party to dispute or challenge, in a legal or administrative proceeding the patentability, enforceability or validity of any CytoDyn Patents.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}, {"span": [116212, 116599], "answer": "CytoDyn shall have the right to terminate this Agreement in its entirety upon written notice to Vyera on the occurrence of any of the following: (a) Vyera or any of its Affiliates directly or indirectly, challenges, disputes, or assists any Third Party to dispute or challenge, in a legal or administrative proceeding the patentability, enforceability or validity of any CytoDyn Patents;", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}]
Question: Consider the Software License and Maintenance Agreement between Garman Routing Systems, Inc. and Sparkling Spring Water Group Limited; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [20612, 20859], "answer": "This Agreement and the license granted under this Agreement shall remain in effect perpetually as long as fees are paid by Sparkling in accordance with the Fee Schedule and the Agreement is not otherwise terminated in accordance with this Section.", "file_path": "cuad/SPARKLINGSPRINGWATERHOLDINGSLTD_07_03_2002-EX-10.13-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [16653, 16942], "answer": "For at least two (2) years after termination of this Agreement,      Distributor will maintain its records, contracts, and accounts relating to      distribution of Airspan Products, and will permit examination thereof by      authorized representatives of Airspan at all reasonable times.", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [26820, 27466], "answer": "Subject to the terms and conditions of this                   Agreement, Sponsor hereby grants to Excite a royalty-free,                   non-exclusive, worldwide license to use, reproduce,                   distribute, transmit and publicly display the Content in                   accordance with this Agreement and to sub-license the Content                   to Excite's wholly-owned subsidiaries or to joint ventures in                   which Excite participates for the sole purpose of using,                   reproducing, distributing, transmitting and publicly                   displaying the Content in accordance with this Agreement", "file_path": "cuad/N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT.txt"}, {"span": [28455, 28663], "answer": "Each party hereby grants to the other a non-exclusive, limited                   license to use its trademarks, service marks or trade names                   only as specifically described in this Agreement.", "file_path": "cuad/N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; Are there any third-party beneficiaries designated in this contract?
Relevant contract clauses:
[{"span": [78098, 78331], "answer": "Every covenant required by this Section 7.6 shall be in a form satisfactory to us, including, without limitation, specific identification of us as a third party beneficiary of such covenants with an independent right to enforce them.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}, {"span": [81461, 81666], "answer": "Such covenants shall be in a form satisfactory to us, including, without limitation, specific identification of us as a third party beneficiary of such covenants with the independent right to enforce them.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}, {"span": [108877, 109467], "answer": "You and we acknowledge and agree that we are a third-party beneficiary to all Unit Franchise Agreements between you and Unit Franchisees in the Master Territory, and that we shall have the right to assume any of your responsibilities, duties or functions under such Unit Franchise Agreements in the event that this Agreement expires or is terminated for any reason. You shall include in the standard Unit Franchise Agreement used by you a provision which states that we are a third-party beneficiary to the Unit Franchise Agreement and are entitled to the rights granted in this Section 13.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}]
Question: Consider the Distributor Agreement between Co-Diagnostics, Inc. and PreCheck Health Services, Inc. for qPCR Infectious Disease Kits; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [4073, 4208], "answer": "In the event of termination, neither party, their heirs nor successors shall issue any challenge whatsoever to contest the termination.", "file_path": "cuad/PrecheckHealthServicesInc_20200320_8-K_EX-99.2_12070169_EX-99.2_Distributor Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [50186, 51060], "answer": "During the 18-month period following the payment by one Party of any amount due under this Agreement to the other Party, the Party receiving payment (the \"Auditing Party\") shall have the right, at its own expense, to have an independent \"Big Five\" accounting firm (the \"Auditor\") audit the financial records of the other Party (the \"Audited Party\") relating to such payment to verify the accuracy of the Audited Party's financial records in order to verify the amount of the payments owed and/or paid. The Auditing Party may cause the Auditor to perform such an audit not more than once in any 12-month period, unless a prior audit within the past two years revealed that the amount owed by the Audited Party to the Auditing Party was underpaid in excess of 8% of the amount owed, in which case an audit may be performed no more frequently than twice in any 12-month period.", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}, {"span": [51995, 52252], "answer": "The Auditing Party shall give reasonable advance written notice to the Audited Party, and each audit shall be conducted during normal business hours and in a manner that does not cause unreasonable disruption to the conduct of business by the Audited Party.", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}]