orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Joint Venture Agreement between IMPCO Technologies Inc. and Minda Industries Limited for MINDA IMPCO Technologies Limited; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [33571, 33860], "answer": "During reasonable business hours IMPCO and MIL/MINDA will have the right to inspect, and make copies of any and all of the JVC 's business records, including but not limited to financial records, books, accounts and reports. In exercising such right IMPCO and MIL/MINDA will be reasonable.", "file_path": "cuad/IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT.txt"}, {"span": [33888, 34142], "answer": "During reasonable business hours IMPCO and MIL/MINDA will have the right to visit, enter and inspect each plant and other establishment at which the JVC manufactures and/or processes the Products. In exercising such right, the Parties will be reasonable.", "file_path": "cuad/IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT.txt"}]
Question: Consider the Outsourcing Agreement between Modus Media International and Dragon Systems, Inc.; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [3345, 3719], "answer": "Should MMI not supply the Services as agreed or should the Services become defective within 6 months from their delivery to Dragon Systems, Dragon Systems may at its option require MMI to complete or re-perform the Services within a reasonable period of time, rescind the contract or refuse payment of the compensation in part or in total, notwithstanding any damage claims.", "file_path": "cuad/DRAGONSYSTEMSINC_01_08_1999-EX-10.17-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [23951, 24316], "answer": "Except with regard to a breach of confidentiality, a party's indemnification obligations hereunder, or infringement of intellectual property rights, either party's total liability to the other party under this Agreement shall be limited to the amounts paid or payable by the Reseller to Todos during the twelve-month period preceding the interposition of the claim.", "file_path": "cuad/TodosMedicalLtd_20190328_20-F_EX-4.10_11587157_EX-4.10_Marketing Agreement_ Reseller Agreement.txt"}]
Question: Consider the Business Affiliate Agreement between Dr. George D. Green and UNION DENTAL CORP.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [6029, 6252], "answer": "This Agreement  shall become  effective on the Effective Date      and shall  continue in effect until  either  Party  informs the other Party      with thirty (30) day prior written notice of termination of this Agreement.", "file_path": "cuad/UnionDentalHoldingsInc_20050204_8-KA_EX-10_3345577_EX-10_Affiliate Agreement.txt"}]
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [57705, 57851], "answer": "You may not permit the Franchised Business to be operated, managed, directed, or controlled by any other person without our prior written consent.", "file_path": "cuad/PfHospitalityGroupInc_20150923_10-12G_EX-10.1_9266710_EX-10.1_Franchise Agreement1.txt"}, {"span": [79855, 80074], "answer": "The Owners may not enter into any shareholders' agreement, management agreement, voting trust or other arrangement that gives a third party the power to direct and control your affairs without our prior written consent.", "file_path": "cuad/PfHospitalityGroupInc_20150923_10-12G_EX-10.1_9266710_EX-10.1_Franchise Agreement1.txt"}]
Question: Consider the Joint Venture Agreement between IMPCO Technologies Inc. and Minda Industries Limited for MINDA IMPCO Technologies Limited; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [43949, 44388], "answer": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.", "file_path": "cuad/IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT.txt"}, {"span": [45008, 45238], "answer": "The Parties agree that during the pendency of the winding up, the JVC will be allowed to use the Technical Know How to the extent the same is necessary for the purpose of implementing any orders pending in favour of its customers.", "file_path": "cuad/IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT.txt"}]
Question: Consider the Outsourcing Agreement between Modus Media International and Dragon Systems, Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [4202, 4311], "answer": "MMI shall not be liable for indirect or consequential damages unless caused by intention or gross negligence.", "file_path": "cuad/DRAGONSYSTEMSINC_01_08_1999-EX-10.17-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Joint Venture Agreement between IMPCO Technologies Inc. and Minda Industries Limited for MINDA IMPCO Technologies Limited; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [42259, 42522], "answer": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement.", "file_path": "cuad/IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT.txt"}]
Question: Consider the Marketing Affiliate Agreement between Equidata, Inc. and National Credit Report.com, LLC; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [14060, 14310], "answer": "IN NO EVENT WILL  EQUIDATA BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES  INCLUDING WITHOUT LIMITATION LOST PROFITS OR OTHER ECONOMIC LOSS, LOST REIMBURSEMENTS, AND  LOST DATA, OR FOR ANY CLAIM BY ANY THIRD PARTY.", "file_path": "cuad/SteelVaultCorp_20081224_10-K_EX-10.16_3074935_EX-10.16_Affiliate Agreement.txt"}]
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [13723, 13926], "answer": "Todos shall have the right to have an inspection and audit of all the relevant accounting and sales books and records of Reseller conducted by an independent auditor reasonably acceptable to both parties", "file_path": "cuad/TodosMedicalLtd_20190328_20-F_EX-4.10_11587157_EX-4.10_Marketing Agreement_ Reseller Agreement.txt"}, {"span": [14385, 14569], "answer": "Todos shall have the right to conduct periodic on-site inspections to ensure the quality control of the cancer screening processes and the Reseller's compliance with Todos's protocols.", "file_path": "cuad/TodosMedicalLtd_20190328_20-F_EX-4.10_11587157_EX-4.10_Marketing Agreement_ Reseller Agreement.txt"}]
Question: Consider the Outsourcing Agreement between Modus Media International and Dragon Systems, Inc.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [6266, 6364], "answer": "Dragon may terminate this agreement without cause by giving sixty (60) days written notice to MMI.", "file_path": "cuad/DRAGONSYSTEMSINC_01_08_1999-EX-10.17-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [54433, 54737], "answer": "We may terminate your right to provide products and services to a Major Account customer at any time by giving you at least 30 days' prior written notice, and you may terminate your right to provide products and services to a Major Account at any time by giving us at least 30 days' prior written notice.", "file_path": "cuad/PfHospitalityGroupInc_20150923_10-12G_EX-10.1_9266710_EX-10.1_Franchise Agreement1.txt"}]
Question: Consider the Marketing Affiliate Agreement between Equidata, Inc. and National Credit Report.com, LLC; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [14060, 14310], "answer": "IN NO EVENT WILL  EQUIDATA BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES  INCLUDING WITHOUT LIMITATION LOST PROFITS OR OTHER ECONOMIC LOSS, LOST REIMBURSEMENTS, AND  LOST DATA, OR FOR ANY CLAIM BY ANY THIRD PARTY.", "file_path": "cuad/SteelVaultCorp_20081224_10-K_EX-10.16_3074935_EX-10.16_Affiliate Agreement.txt"}]
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [13016, 13286], "answer": "During the term and for a period of three (3) years following the termination or expiration of this Agreement, the Reseller shall maintain complete books of accounts and records consistent with sound business and accounting principles and practices consistently applied.", "file_path": "cuad/TodosMedicalLtd_20190328_20-F_EX-4.10_11587157_EX-4.10_Marketing Agreement_ Reseller Agreement.txt"}]
Question: Consider the Joint Venture Agreement between IMPCO Technologies Inc. and Minda Industries Limited for MINDA IMPCO Technologies Limited; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [24564, 25304], "answer": "After the expiry of the five (5) year period, if a Party intends to sell any or all of its shares of the JVC (the \"Transferor\"), it shall first make an offer by a written notice to the other Parties (the \"Transferee\") to purchase such shares and the other Parties shall have the right to purchase the offered shares in proportion of their existing shareholding. . If any of the Transferees intends to purchase all or any portion of the said shares so offered, such Party shall dispatch a written notice of acceptance to the transferor describing the number of the shares it intends to purchase within three (3) weeks after the date of receipt of the offer. The sale price of the shares shall be determined in terms of Article 6.3(c) hereof.", "file_path": "cuad/IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT.txt"}, {"span": [25326, 25871], "answer": "Pursuant to Article 6.2, if a Transferee does not, in whole or in part, accept to purchase the shares offered in terms of Article 6.2 by the Transferor, the other Transferee may purchase all the shares offered by the Transferor at a price determined as per Article 6.3(c) hereof. If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares.", "file_path": "cuad/IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT.txt"}]
Question: Consider the Marketing Affiliate Agreement between Equidata, Inc. and National Credit Report.com, LLC; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [8971, 9246], "answer": "Equidata may audit, at Equidata's expense, the Marketing Affiliate's marketing, practices and activities for the  purpose of assuring compliance with this Agreement. Equidata reserves the right to site inspect Marketing Affiliate's  physical location of business at any time.", "file_path": "cuad/SteelVaultCorp_20081224_10-K_EX-10.16_3074935_EX-10.16_Affiliate Agreement.txt"}]
Question: Consider the Outsourcing Agreement between Modus Media International and Dragon Systems, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [6435, 6660], "answer": "Any lawsuit relating to any matter arising under this Agreement may be initiated in a State or Federal Court located in the Commonwealth of Massachusetts or in any court in the Netherlands having jurisdiction over the matter.", "file_path": "cuad/DRAGONSYSTEMSINC_01_08_1999-EX-10.17-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [144731, 144961], "answer": "This Agreement and the relationship between the parties is governed by and will be construed exclusively in accordance with the laws of the State of Florida (without regard to, and without applying, Florida conflict-of-law rules).", "file_path": "cuad/PfHospitalityGroupInc_20150923_10-12G_EX-10.1_9266710_EX-10.1_Franchise Agreement1.txt"}]
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [10253, 10428], "answer": "The Reseller shall be entitled to enter into agreements with its subsidiaries and affiliates to act as sub-distributors and/or selling agents of the Products in the Territory.", "file_path": "cuad/TodosMedicalLtd_20190328_20-F_EX-4.10_11587157_EX-4.10_Marketing Agreement_ Reseller Agreement.txt"}]
Question: Consider the Joint Venture Agreement between IMPCO Technologies Inc. and Minda Industries Limited for MINDA IMPCO Technologies Limited; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [36311, 36553], "answer": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "file_path": "cuad/IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT.txt"}]
Question: Consider the Outsourcing Agreement between Modus Media International and Dragon Systems, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [5958, 6013], "answer": "This Agreement shall be valid for an indefinite period.", "file_path": "cuad/DRAGONSYSTEMSINC_01_08_1999-EX-10.17-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [12768, 12921], "answer": "When this Agreement expires, you will have the option to continue the franchise relationship with us for two (2) additional terms of ten (10) years each.", "file_path": "cuad/PfHospitalityGroupInc_20150923_10-12G_EX-10.1_9266710_EX-10.1_Franchise Agreement1.txt"}]
Question: Consider the Marketing Affiliate Agreement between Equidata, Inc. and National Credit Report.com, LLC; Is there a clause preventing the solicitation of customers in this contract?
Relevant contract clauses:
[{"span": [7002, 7194], "answer": "Marketing Affiliate shall not directly or indirectly solicit an existing business customer of  Equidata during the term and condition of this Agreement other than for joint marketing purposes.", "file_path": "cuad/SteelVaultCorp_20081224_10-K_EX-10.16_3074935_EX-10.16_Affiliate Agreement.txt"}]
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [1449, 1789], "answer": "Subject to the terms and conditions of this Agreement, Todos hereby grants the Reseller a non-sublicensable, non-transferable, exclusive right to distribute and sell the Products to Customers in the Territory; provided, however, that Reseller may sub-license or transfer its distribution rights to a subsidiary or affiliate of the Reseller.", "file_path": "cuad/TodosMedicalLtd_20190328_20-F_EX-4.10_11587157_EX-4.10_Marketing Agreement_ Reseller Agreement.txt"}]
Question: Consider the Joint Venture Agreement between IMPCO Technologies Inc. and Minda Industries Limited for MINDA IMPCO Technologies Limited; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [36563, 37311], "answer": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a)   during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect   15\n\n\n\n\n\n  of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "file_path": "cuad/IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT.txt"}]
Question: Consider the Technology Outsourcing Agreement between Oriental Financial Group Inc. and Metavante Corporation; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [48360, 49821], "answer": "Metavante currently maintains and, if available at a reasonable cost, Metavante shall continue to pay for, and maintain in full force and effect during the Term insurance as follows:\n\nA. Workers' compensation and employers' liability insurance with limits to conform with the greater of the amount required by Wisconsin applicable state statutory law or one million dollars ($1,000,000) each accident, including occupational disease coverage;\n\nB. Commercial general liability insurance with limits not less than three million dollars ($3,000,000) combined single limit for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad-form property damage, and products and completed operations coverage;\n\nC. Commercial automobile liability insurance with limits not less than one million dollars ($1,000,000) each occurrence combined single limit of liability for bodily injury, death, and property damage, including owned and non-owned and hired automobile coverages, as applicable;\n\nD. Commercial Blanket Bond, including Electronic & Computer Crime or Unauthorized Computer Access coverage, in the amount of not less than ten million dollars ($10,000,000); and\n\nE. Professional liability insurance (Errors and Omissions) with limits not less than three million dollars ($3,000,000) annual aggregate for all claims each policy year for computer programming and electronic data processing services.", "file_path": "cuad/OFGBANCORP_03_28_2007-EX-10.23-OUTSOURCING AGREEMENT.txt"}, {"span": [49849, 50384], "answer": "To the extent any insurance coverage required under this Section is purchased on a \"claims-made\" basis, such insurance shall cover all prior acts of Metavante during the Term, and such insurance shall be continuously maintained until at least four (4) years beyond the expiration or termination of the Term, or Metavante shall purchase \"tail\" coverage, effective upon termination of any such policy or upon termination or expiration of the Term, to provide coverage for at least four (4) years from the occurrence of either such event.", "file_path": "cuad/OFGBANCORP_03_28_2007-EX-10.23-OUTSOURCING AGREEMENT.txt"}, {"span": [50416, 50537], "answer": "Certificates of Insurance evidencing all coverages described in this Section shall be furnished to Customer upon request.", "file_path": "cuad/OFGBANCORP_03_28_2007-EX-10.23-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Pizza Fusion Holdings, Inc. and Franchisee; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [12575, 12730], "answer": "This Agreement expires ten (10) years from the Agreement Date (the \"Term\"), unless it is terminated sooner as provided in other sections of this Agreement.", "file_path": "cuad/PfHospitalityGroupInc_20150923_10-12G_EX-10.1_9266710_EX-10.1_Franchise Agreement1.txt"}]
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [1449, 1789], "answer": "Subject to the terms and conditions of this Agreement, Todos hereby grants the Reseller a non-sublicensable, non-transferable, exclusive right to distribute and sell the Products to Customers in the Territory; provided, however, that Reseller may sub-license or transfer its distribution rights to a subsidiary or affiliate of the Reseller.", "file_path": "cuad/TodosMedicalLtd_20190328_20-F_EX-4.10_11587157_EX-4.10_Marketing Agreement_ Reseller Agreement.txt"}, {"span": [16905, 17228], "answer": "Subject to the terms and conditions of this Agreement, Todos hereby grants Reseller a limited license to use the Todos name and Todos's trademarks, trade names, service marks, logos and related symbols (the \"Todos Marks\") in the performance of its activities hereunder and in the marketing of the Products in the Territory.", "file_path": "cuad/TodosMedicalLtd_20190328_20-F_EX-4.10_11587157_EX-4.10_Marketing Agreement_ Reseller Agreement.txt"}]
Question: Consider the Marketing Affiliate Agreement between Equidata, Inc. and National Credit Report.com, LLC; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [7195, 7408], "answer": "Further, Marketing  Affiliate shall not market similar products from competing companies on any Web Site Landing Page containing the Equidata or Marketing Affiliate Web link as long as this Agreement is in effect.", "file_path": "cuad/SteelVaultCorp_20081224_10-K_EX-10.16_3074935_EX-10.16_Affiliate Agreement.txt"}]
Question: Consider the Joint Venture Agreement between IMPCO Technologies Inc. and Minda Industries Limited for MINDA IMPCO Technologies Limited; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [57855, 58052], "answer": "his Agreement shall be governed by and construed in accordance with the laws of India and the Delhi Courts shall have exclusive jurisdiction over any legal proceedings in respect of this Agreement.", "file_path": "cuad/IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT.txt"}]
Question: Consider the Technology Outsourcing Agreement between Oriental Financial Group Inc. and Metavante Corporation; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [21129, 21373], "answer": "Notwithstanding any other provision of this Agreement, Metavante's maximum liability with respect to any Professional Services performed shall be limited to the value of the Professional Services engagement giving rise to the claim for Damages.", "file_path": "cuad/OFGBANCORP_03_28_2007-EX-10.23-OUTSOURCING AGREEMENT.txt"}, {"span": [26438, 26607], "answer": "Metavante's sole responsibility, and Customer's sole remedy, shall be to provide, at Metavante's expense, a conforming replacement card to the appropriate cardholder(s).", "file_path": "cuad/OFGBANCORP_03_28_2007-EX-10.23-OUTSOURCING AGREEMENT.txt"}, {"span": [45028, 45756], "answer": "Independent of, severable from, and to be enforced independently of any other provision of this Agreement, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY'S RIGHTS) IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND—including lost profits, loss of business, or other economic damage, and further including injury to property, AS A RESULT OF BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT, INCLUDING ANY FAILURE OF PERFORMANCE, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.", "file_path": "cuad/OFGBANCORP_03_28_2007-EX-10.23-OUTSOURCING AGREEMENT.txt"}, {"span": [46082, 46619], "answer": "No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement, after two(2) years from the date on which the party knew or reasonably should have known of an event for which a cause of action arose regardless of the nature of the claim or form of action, whether in contract, tort (including negligence), or otherwise; provided, however, the foregoing limitation shall not apply to the collection of any amounts due Metavante under this Agreement.", "file_path": "cuad/OFGBANCORP_03_28_2007-EX-10.23-OUTSOURCING AGREEMENT.txt"}, {"span": [46645, 47139], "answer": "In addition to and not in limitation of any other provision of this Article 9, each party hereby knowingly, voluntarily, and intentionally waives any right to recover from the other party, and Customer waives any right to recover from any Eligible Provider, any economic losses or damages in any action brought under tort theories, including, misrepresentation, negligence and/or strict liability, and/or relating to the quality or performance of any products or services provided by Metavante.", "file_path": "cuad/OFGBANCORP_03_28_2007-EX-10.23-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between ABG-Shaq, LLC and Papa John's International, Inc.; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [15881, 16680], "answer": "PAPA JOHN'S shall not, during the Term or at any time thereafter, attack or challenge, or lend assistance to any third party in connection with an attack or challenge, of any right, title or interest of ABG in and to any Personality Rights (including, without limitation, copyrights, trademarks and/or patents), whether by way of: (i) an application for and/or an opposition against any intellectual property rights relating to the Personality Rights, (ii) adoption and/or application for and/or registration of any intellectual property rights (including, without limitation, domain names, business names, and social media accounts) that are confusingly similar to, that dilute, or that infringe, any of the Personality Rights, or (iii) any lawsuit, cancellation proceeding or action, or otherwise.", "file_path": "cuad/PapaJohnsInternationalInc_20190617_8-K_EX-10.1_11707365_EX-10.1_Endorsement Agreement.txt"}, {"span": [41345, 41917], "answer": "Each party acknowledges and agrees that (i) all copyrights and trademarks used in connection herewith that are owned by a party shall be and remain the sole and complete property of such party; (ii) the other party shall not at any time acquire or claim any right, title or interest of any nature whatsoever in any such copyright or trademark by virtue of this Agreement; (iii) the other party shall not contest or assist others to contest the validity of all such copyrights and trademarks; and (iv) it will not incur or create any expenses chargeable to the other party.", "file_path": "cuad/PapaJohnsInternationalInc_20190617_8-K_EX-10.1_11707365_EX-10.1_Endorsement Agreement.txt"}]
Question: Consider the Marketing Affiliate Agreement between Equidata, Inc. and National Credit Report.com, LLC; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [15441, 15538], "answer": "This Agreement is governed by and construed in accordance with the laws of the State of Virginia.", "file_path": "cuad/SteelVaultCorp_20081224_10-K_EX-10.16_3074935_EX-10.16_Affiliate Agreement.txt"}]
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [12027, 12324], "answer": "Todos shall ship ordered Products to the Reseller within ninety (90) days of Todos's acceptance of the applicable purchase order DAP Reseller's warehouse (Incoterms 2010), provided that Reseller's order for the Products does not deviate from the applicable Forecast by more than ten percent (10%).", "file_path": "cuad/TodosMedicalLtd_20190328_20-F_EX-4.10_11587157_EX-4.10_Marketing Agreement_ Reseller Agreement.txt"}]
Question: Consider the Joint Venture Agreement between IMPCO Technologies Inc. and Minda Industries Limited for MINDA IMPCO Technologies Limited; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [41364, 41592], "answer": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing.", "file_path": "cuad/IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT.txt"}]
Question: Consider the Technology Outsourcing Agreement between Oriental Financial Group Inc. and Metavante Corporation; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [69521, 69815], "answer": "The parties agree that the records maintained and produced under this Agreement shall, at all times, be available at the Operations Center for examination and audit by governmental agencies having jurisdiction over the Customer's business, including any Federal, State or Puerto Rico Regulator.", "file_path": "cuad/OFGBANCORP_03_28_2007-EX-10.23-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [3586, 4215], "answer": "If the Reseller sells less than 50% of any year's Annual Milestone, Todos, in its sole discretion, may either (a) cancel the Reseller's exclusivity, and market, distribute, and sell the Products in the Territory directly or indirectly through other distributors and resellers, while leaving the Reseller with a non-exclusive right to distribute and sell the Products for the remainder of the term, or (b) terminate the Agreement upon one hundred eighty (180) days prior written notice, provided that the Reseller does not cure its failure to achieve 50% of the applicable year's Annual Milestone within the 180-day notice period.", "file_path": "cuad/TodosMedicalLtd_20190328_20-F_EX-4.10_11587157_EX-4.10_Marketing Agreement_ Reseller Agreement.txt"}]
Question: Consider the Joint Venture Agreement between Kiromic Biopharma Inc. and Molipharma S.R.L. for Clinical Trials in Oncology and COVID-19 Vaccine Development; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [11232, 11367], "answer": "The Parties shall provide civil liability insurance cover to their own personnel with respect to accidents and damages charged to them.", "file_path": "cuad/KIROMICBIOPHARMA,INC_04_08_2020-EX-10.28-JOINT VENTURE AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between ABG-Shaq, LLC and Papa John's International, Inc.; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [56320, 57181], "answer": "PAPA JOHN'S shall procure and maintain, at its sole cost and expense, and use commercially reasonable efforts cause its Sub-Contractors to obtain, at their sole cost and expense, during the Term and for a period of three (3) years thereafter (\"Insurance Period\"), comprehensive general liability insurance (including, without limitation, product liability insurance, inventory insurance, worker's compensation insurance, and advertising injury insurance), to defend and protect the Parties against claims arising out of or in connection with PAPA JOHN's business, the Materials, the Products, and Advertisements therefor. Insurance must be obtained from a company reasonably acceptable to ABG, in an amount not less than Five Million United States Dollars ($5,000,000 USD) in the aggregate, or PAPA JOHN'S standard insurance policy limits, whichever is greater.", "file_path": "cuad/PapaJohnsInternationalInc_20190617_8-K_EX-10.1_11707365_EX-10.1_Endorsement Agreement.txt"}, {"span": [57186, 57727], "answer": "Within five (5) business days of the date on which this Agreement is fully executed, PAPA JOHN'S shall submit to ABG a certificate of insurance naming each of ABG, CELEBRITY and Authentic Brands Group, LLC as additional insureds (\"COI\"), which COI, or a renewal or replacement thereof, shall remain in force at all times during the Insurance Period, and shall require the insurer to provide at least thirty (30) days' prior written notice to PAPA JOHN'S, and all additional insureds, of any termination, cancellation or modification thereof.", "file_path": "cuad/PapaJohnsInternationalInc_20190617_8-K_EX-10.1_11707365_EX-10.1_Endorsement Agreement.txt"}]
Question: Consider the Marketing Affiliate Agreement between Equidata, Inc. and National Credit Report.com, LLC; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [9480, 9660], "answer": "This Agreement shall be for the term of one year; thereafter, the Agreement shall renew automatically under these same  terms and agreements unless superceded by future agreements.", "file_path": "cuad/SteelVaultCorp_20081224_10-K_EX-10.16_3074935_EX-10.16_Affiliate Agreement.txt"}]
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [29367, 29652], "answer": "This Agreement and the rights granted hereunder shall not be assigned, encumbered by security interest or otherwise transferred by the Reseller without the prior written consent of Todos, except for the assignment or transfer of rights to a subsidiary company or an affiliated company.", "file_path": "cuad/TodosMedicalLtd_20190328_20-F_EX-4.10_11587157_EX-4.10_Marketing Agreement_ Reseller Agreement.txt"}]
Question: Consider the Technology Outsourcing Agreement between Oriental Financial Group Inc. and Metavante Corporation; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [7007, 7514], "answer": "In addition, Metavante agrees to provide to Customer, at Customer's expense, all necessary assistance to facilitate the orderly transition of Services to Customer or its designee (\"Termination Assistance\"). As part of the Termination Assistance, Metavante shall assist Customer to develop a plan for the transition of all Services then being performed by Metavante under this Agreement, from Metavante to Customer or Customer's designee, on a reasonable schedule developed jointly by Metavante and Customer.", "file_path": "cuad/OFGBANCORP_03_28_2007-EX-10.23-OUTSOURCING AGREEMENT.txt"}, {"span": [49849, 50384], "answer": "To the extent any insurance coverage required under this Section is purchased on a \"claims-made\" basis, such insurance shall cover all prior acts of Metavante during the Term, and such insurance shall be continuously maintained until at least four (4) years beyond the expiration or termination of the Term, or Metavante shall purchase \"tail\" coverage, effective upon termination of any such policy or upon termination or expiration of the Term, to provide coverage for at least four (4) years from the occurrence of either such event.", "file_path": "cuad/OFGBANCORP_03_28_2007-EX-10.23-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between ABG-Shaq, LLC and Papa John's International, Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [58826, 59464], "answer": "TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER ABG NOR AUTHENTIC BRANDS GROUP LLC NOR CELEBRITY SHALL BE LIABLE TO PAPA JOHN'S FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES, REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT OR IN TORT, EVEN IF ABG OR AUTHENTIC BRANDS GROUP LLC HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL ABG'S, AUTHENTIC BRANDS GROUP LLC'S, AND CELEBRITY'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY ABG (EXCLUSIVE OF REIUMBURSEMENT OF EXPENSES) HEREUNDER, REGARDLESS OF THE NUMBER OR TYPE OF CLAIMS.", "file_path": "cuad/PapaJohnsInternationalInc_20190617_8-K_EX-10.1_11707365_EX-10.1_Endorsement Agreement.txt"}]
Question: Consider the Marketing Affiliate Agreement between Equidata, Inc. and National Credit Report.com, LLC; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [9480, 9660], "answer": "This Agreement shall be for the term of one year; thereafter, the Agreement shall renew automatically under these same  terms and agreements unless superceded by future agreements.", "file_path": "cuad/SteelVaultCorp_20081224_10-K_EX-10.16_3074935_EX-10.16_Affiliate Agreement.txt"}]
Question: Consider the Joint Venture Agreement between Kiromic Biopharma Inc. and Molipharma S.R.L. for Clinical Trials in Oncology and COVID-19 Vaccine Development; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [18073, 18277], "answer": "Upon termination of the contract, the agreement set forth in clause 5 (\"Intellectual property rights and prohibition of transfer to third parties\") and clause 6 (\"Economic rights\") will remain into force.", "file_path": "cuad/KIROMICBIOPHARMA,INC_04_08_2020-EX-10.28-JOINT VENTURE AGREEMENT.txt"}]
Question: Consider the Technology Outsourcing Agreement between Oriental Financial Group Inc. and Metavante Corporation; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [9134, 9383], "answer": "Metavante hereby grants to Customer a personal, nonexclusive, and nontransferable license and right, for the duration of this Agreement, to use the Incidental Software solely in accordance with the applicable Documentation and for no other purposes.", "file_path": "cuad/OFGBANCORP_03_28_2007-EX-10.23-OUTSOURCING AGREEMENT.txt"}, {"span": [10753, 11180], "answer": "The Licensed Software is a copyrighted software product developed and owned by Metavante. All rights are reserved worldwide. Customer is granted a nonexclusive, nontransferable (except to permitted assigns of this Agreement) limited license to use the Licensed Software during the term of this Agreement. Customer shall not sell, lease, copy, distribute, transfer, assign or sublicense the Licensed Software to any third party.", "file_path": "cuad/OFGBANCORP_03_28_2007-EX-10.23-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between ABG-Shaq, LLC and Papa John's International, Inc.; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [47413, 48223], "answer": "Upon expiration or termination of this Agreement by PAPA JOHN'S (but not in the event of termination by ABG), and subject to PAPA JOHN'S ongoing compliance with the terms and conditions of this Agreement, PAPA JOHN'S shall have the following rights to use the Celebrity Endorsement solely as follows: (i) for a period of six (6) months following the effective date of expiration or termination, PAPA JOHN'S shall have the right to continue to use, display and distribute copies of Materials which bear the Celebrity Endorsement and which were printed and published, or irrevocably booked for publication or display with a third party, prior to the effective date of expiration or termination; and (ii) PAPA JOHN'S shall have the right, without restriction, to the in-house, non-commercial use of any Materials.", "file_path": "cuad/PapaJohnsInternationalInc_20190617_8-K_EX-10.1_11707365_EX-10.1_Endorsement Agreement.txt"}, {"span": [51519, 52259], "answer": "If this Agreement is terminated by ABG for any of the reasons provided in Section 7.B. above, then CELEBRITY shall be entitled to immediately vest in all of the RSUs for the eighteen (18) months following the effective date of termination (including, without limitation, any balance of unvested RSUs that were due to vest as of the effective date of termination, in addition to any and all of the RSUs that would have vested during the next eighteen (18) months but for the termination); provided, however, that in the event there is less than eighteen (18) months remaining in the Term as of the effective date of such termination, then any and all of the balance of the RSUs shall vest immediately as of the effective date of termination.", "file_path": "cuad/PapaJohnsInternationalInc_20190617_8-K_EX-10.1_11707365_EX-10.1_Endorsement Agreement.txt"}]
Question: Consider the Affiliate Agreement between Southern Star Energy Inc. and element 5 GmbH; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [18644, 18809], "answer": "This includes in particular the liability exclusion for lost profit, the loss of data or interruption to or errors in the operation of the Web site of the Affiliate.", "file_path": "cuad/SouthernStarEnergyInc_20051202_SB-2A_EX-9_801890_EX-9_Affiliate Agreement.txt"}]
Question: Consider the Joint Venture Agreement between Kiromic Biopharma Inc. and Molipharma S.R.L. for Clinical Trials in Oncology and COVID-19 Vaccine Development; Does this contract provide for joint intellectual property ownership?
Relevant contract clauses:
[{"span": [11827, 12427], "answer": "The Industrial Property Rights on the Results, as well as the Intellectual Property Rights realized in the research activities covered by this JV, are due jointly to the parties in equal shares (50% for each Party), without prejudice to the possibility of agreeing in writing, during the course of every specific activity, about the modification of the respective shares of co-ownership, based upon the actual contribution of each of the Parties to the research activities, and also without prejudice to the recognition of the intellectual rights due to each inventor pursuant to current legislation.", "file_path": "cuad/KIROMICBIOPHARMA,INC_04_08_2020-EX-10.28-JOINT VENTURE AGREEMENT.txt"}, {"span": [12826, 13032], "answer": "In this case the Party concerned shall have the right to proceed with the submission of the application on the Results at its own expense and in co-ownership with the other Party, subject to written notice.", "file_path": "cuad/KIROMICBIOPHARMA,INC_04_08_2020-EX-10.28-JOINT VENTURE AGREEMENT.txt"}]
Question: Consider the Affiliate Agreement between Southern Star Energy Inc. and element 5 GmbH; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [14068, 14439], "answer": "Upon activation of the Affiliate, the Software Publisher grants the Affiliate a non-exclusive, revocable right to use provided advertising material, notices and all further presentations (insofar as available - also known hereafter as \"Material\") only for the purpose of designating its Web site as a \"partner Web site\" and presenting the designated advertising Material.", "file_path": "cuad/SouthernStarEnergyInc_20051202_SB-2A_EX-9_801890_EX-9_Affiliate Agreement.txt"}]
Question: Consider the Technology Outsourcing Agreement between Oriental Financial Group Inc. and Metavante Corporation; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [9134, 9383], "answer": "Metavante hereby grants to Customer a personal, nonexclusive, and nontransferable license and right, for the duration of this Agreement, to use the Incidental Software solely in accordance with the applicable Documentation and for no other purposes.", "file_path": "cuad/OFGBANCORP_03_28_2007-EX-10.23-OUTSOURCING AGREEMENT.txt"}, {"span": [10878, 11180], "answer": "Customer is granted a nonexclusive, nontransferable (except to permitted assigns of this Agreement) limited license to use the Licensed Software during the term of this Agreement. Customer shall not sell, lease, copy, distribute, transfer, assign or sublicense the Licensed Software to any third party.", "file_path": "cuad/OFGBANCORP_03_28_2007-EX-10.23-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Technology Outsourcing Agreement between Oriental Financial Group Inc. and Metavante Corporation; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [84853, 85788], "answer": "Neither this Agreement nor the rights or obligations hereunder may be assigned by either party, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided that (a) Metavante's consent need not be obtained in connection with the assignment of this Agreement pursuant to a merger in which Customer is a party and as a result of which the surviving Entity becomes an Affiliate or Subsidiary of another bank holding company, bank, savings and loan association or other financial institution, so long as the provisions of all applicable Schedules are complied with; and (b) Metavante may freely assign this Agreement so long as it is (i) in connection with a merger, corporate reorganization, or sale of all or substantially all of its assets, stock, or securities, or (ii) to any Entity which is a successor to the assets or the business of Metavante.", "file_path": "cuad/OFGBANCORP_03_28_2007-EX-10.23-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Marketing and Reseller Agreement between Todos Medical Ltd. and Care G. B. Plus Ltd.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [1790, 2135], "answer": "The Reseller shall have a right of first refusal to include within this Agreement any additional products developed, manufactured, or sold by the Company following the Effective Date that are not currently included in Exhibit A, and upon the exercise of such right, the term \"Products\" shall be expanded to mean such additional products as well.", "file_path": "cuad/TodosMedicalLtd_20190328_20-F_EX-4.10_11587157_EX-4.10_Marketing Agreement_ Reseller Agreement.txt"}]
Question: Consider the Joint Venture Agreement between Kiromic Biopharma Inc. and Molipharma S.R.L. for Clinical Trials in Oncology and COVID-19 Vaccine Development; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [13033, 13214], "answer": "The Party which is not interested in the application shall undertake to transfer its own share of ownership to the other Party, free of charge once it has obtained the patent title.", "file_path": "cuad/KIROMICBIOPHARMA,INC_04_08_2020-EX-10.28-JOINT VENTURE AGREEMENT.txt"}, {"span": [14719, 14850], "answer": "Kiromic assigns to Molipharma all the rights of publication of the research, unless they are considered confidential for patenting.", "file_path": "cuad/KIROMICBIOPHARMA,INC_04_08_2020-EX-10.28-JOINT VENTURE AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between ABG-Shaq, LLC and Papa John's International, Inc.; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [28102, 28889], "answer": "PAPA JOHN'S hereby grants to ABG and CELEBRITY, a royalty-free, perpetual, irrevocable, fully- paid, assignable, transferable, sublicensable right and license to utilize the Materials, in their entirety or any portions thereof, in all media now known or hereafter developed, throughout the universe (individually and collectively, \"PJ Rights\") as follows: (i) on or in connection the performance of the Services hereunder; (ii) in connection with historical and archival purposes (e.g., documentary, commentary, corporate retrospective, historical files on websites of ABG), so-called business-to-business uses and other non-commercial purposes; and (iii) for industry recognition purposes (e.g., award competition submissions); in each case, in all media now known or hereafter devised.", "file_path": "cuad/PapaJohnsInternationalInc_20190617_8-K_EX-10.1_11707365_EX-10.1_Endorsement Agreement.txt"}]