orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Service Agreement between WPP 2005 Limited and John Rogers; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [13935, 14197], "answer": "In partial spend of the fixed benefits allowance referred to in sub-clause 6.1, the Executive and his spouse or civil partner and any children under the age of 21 (or 24 if in full time education) are entitled to membership of a private medical insurance scheme.", "file_path": "cuad/WPPPLC_04_30_2020-EX-4.28-SERVICE AGREEMENT.txt"}, {"span": [14202, 14340], "answer": "The Executive is entitled to membership of a Group income protection plan and life assurance cover, which will be paid for by the Company.", "file_path": "cuad/WPPPLC_04_30_2020-EX-4.28-SERVICE AGREEMENT.txt"}, {"span": [14345, 14852], "answer": "Participation in all insurance schemes from time to time is subject to: (a) the terms of the relevant insurance scheme, as amended from time to time; (b) the rules or the insurance policy of the relevant insurance provider, or WPP Healthcare Trust as amended from time to time; and (c) the Executive (and where relevant any other potential beneficiary) satisfying the normal underwriting requirements of the relevant insurance provider and the premium being at a rate which the Company considers reasonable.", "file_path": "cuad/WPPPLC_04_30_2020-EX-4.28-SERVICE AGREEMENT.txt"}, {"span": [15657, 15864], "answer": "The Company shall have the right at its sole discretion to alter the cover provided or any term of any insurance scheme or to cease to provide (without replacement) any insurance scheme or cover at any time.", "file_path": "cuad/WPPPLC_04_30_2020-EX-4.28-SERVICE AGREEMENT.txt"}]
Question: Consider the Trademark License Agreement between New Mountain Capital, L.L.C. and NMF Senior Loan Fund I, Inc.; Are there any third-party beneficiaries designated in this contract?
Relevant contract clauses:
[{"span": [11984, 12172], "answer": "The parties agree that the Investment Advisor shall be a third party beneficiary of this Agreement, and shall have the rights and protections provided to the Licensee under this Agreement.", "file_path": "cuad/NmfSlfIInc_20200115_10-12GA_EX-10.5_11946987_EX-10.5_Trademark License Agreement.txt"}]
Question: Consider the Endorsement Agreement Addendum between NFL Alumni, NFL Alumni - Northern California Chapter, and Gridiron BioNutrients; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [1956, 2098], "answer": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement.txt"}, {"span": [2799, 2871], "answer": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement.txt"}]
Question: Consider the Collaboration Agreement between Biocept, Inc. and Life Technologies Corporation for NSCLC Diagnostic Tests; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [12711, 12958], "answer": "Life Technologies will be authorized to perform the Professional Component of all Tests sold by the parties, although Biocept may engage other groups in promotion, marketing and performance arrangements for the Tests, at the discretion of Biocept.", "file_path": "cuad/BIOCEPTINC_08_19_2013-EX-10-COLLABORATION AGREEMENT.txt"}]
Question: Consider the License and Hosting Agreement between Corio Inc. and Commerce One, Inc.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [35657, 36014], "answer": "Thereafter, this Agreement shall automatically renew for         subsequent one (1) year periods unless either party provides the other         party with written notification at least thirty (30) days prior to the         expiration of the initial five (5) year term or any one (1) year renewal         thereof of its intention to terminate this Agreement.", "file_path": "cuad/CORIOINC_07_20_2000-EX-10.5-LICENSE AND HOSTING AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between Go Call, Inc. and PageMaster Corporation; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [2009, 2099], "answer": "This promotion shall begin on June 1,1999 and shall terminate June 1, 2000 (herein \"Term\")", "file_path": "cuad/GOCALLINC_03_30_2000-EX-10.7-Promotion Agreement.txt"}]
Question: Consider the Service Agreement between WPP 2005 Limited and John Rogers; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [26871, 27260], "answer": "To the extent that ownership of Intellectual Property Rights does not vest in the Company by operation of law, the Executive hereby assigns to the Company his entire right, title and interest in all Intellectual Property Rights which arise in the course of performing his obligations under this Agreement (including all present and future copyright, and copyright revivals and extensions).", "file_path": "cuad/WPPPLC_04_30_2020-EX-4.28-SERVICE AGREEMENT.txt"}]
Question: Consider the Collaborative Research, Development and Commercialization Agreement between Revolution Medicines, Inc. and Aventis, Inc. (Sanofi); Does this contract provide for joint intellectual property ownership?
Relevant contract clauses:
[{"span": [156342, 156719], "answer": "Subject to the other terms and conditions of this Agreement (including the licenses and other rights granted under this Agreement or any Ancillary Agreement), each Party shall have the right to exploit, including license, the Joint Program Technology, without a duty of accounting or any obligation to seek consent from the other Party to exploit such Joint Program Technology.", "file_path": "cuad/RevolutionMedicinesInc_20200117_S-1_EX-10.1_11948417_EX-10.1_Development Agreement.txt"}]
Question: Consider the Exclusive Distributor Agreement between Water Now, Inc., Hydraspin USA, Inc., and BestEv Management, LLC; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [42569, 42782], "answer": "The arbitrator shall not award any Party punitive, exemplary, multiplied or consequential damages, and each Party hereby irrevocably waives any right to seek such damages in arbitration or in judicial proceedings.", "file_path": "cuad/WaterNowInc_20191120_10-Q_EX-10.12_11900227_EX-10.12_Distributor Agreement.txt"}]
Question: Consider the Trademark License Agreement between New Mountain Capital, L.L.C. and NMF Senior Loan Fund I, Inc.; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [5004, 5138], "answer": "The Licensee shall not otherwise contest, dispute, or challenge the Licensor's right, title, and interest in and to the Licensed Mark.", "file_path": "cuad/NmfSlfIInc_20200115_10-12GA_EX-10.5_11946987_EX-10.5_Trademark License Agreement.txt"}]
Question: Consider the Collaboration Agreement between Biocept, Inc. and Life Technologies Corporation for NSCLC Diagnostic Tests; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [73046, 73268], "answer": "This Agreement and any disputes, claims, or actions related thereto shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to the conflicts of law provisions thereof.", "file_path": "cuad/BIOCEPTINC_08_19_2013-EX-10-COLLABORATION AGREEMENT.txt"}]
Question: Consider the License and Hosting Agreement between Corio Inc. and Commerce One, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [35492, 35656], "answer": "The term of this Agreement shall commence on the Effective Date         and shall continue in full force and effect for an initial period of         five (5) years.", "file_path": "cuad/CORIOINC_07_20_2000-EX-10.5-LICENSE AND HOSTING AGREEMENT.txt"}]
Question: Consider the Promotion and Distribution Agreement between Whitesmoke Inc. and Google Inc.; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [29560, 29768], "answer": "Google warrants that the Distribution Products will for a period of [ * ] from the date of their supply to Distributor be free from any defect  which has a materially adverse effect on their use or operation.", "file_path": "cuad/WHITESMOKE,INC_11_08_2011-EX-10.26-PROMOTION AND DISTRIBUTION AGREEMENT.txt"}]
Question: Consider the Service Agreement between WPP 2005 Limited and John Rogers; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [29675, 30095], "answer": "The Appointment may be terminated by either party giving the other at least 12 months' notice in writing. 15.2 The Company may in its sole and absolute discretion (whether or not any notice of termination has been given under sub clause 15.1) terminate this Agreement at any time and with immediate effect by giving notice in writing to the Executive that the Company is exercising its rights pursuant to this clause 15.", "file_path": "cuad/WPPPLC_04_30_2020-EX-4.28-SERVICE AGREEMENT.txt"}]
Question: Consider the Collaborative Research, Development and Commercialization Agreement between Revolution Medicines, Inc. and Aventis, Inc. (Sanofi); How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [118335, 118642], "answer": "Once RevMed has completed conducting all Clinical Trials for a Product assigned to it under the Development Plan for such Product, RevMed agrees to assign, and hereby does assign, to Sanofi all of its rights, title and interests in and to all Regulatory Approvals (including INDs and NDAs) for such Product.", "file_path": "cuad/RevolutionMedicinesInc_20200117_S-1_EX-10.1_11948417_EX-10.1_Development Agreement.txt"}, {"span": [201085, 201557], "answer": "Sanofi shall transfer and assign, and shall ensure that its Affiliates transfer and assign, to RevMed, at no cost to RevMed, all Product Marks exclusively relating to any Termination Product, provided that such Product Marks do not contain the business entity names of Sanofi or its Affiliates or variations thereof, except as may otherwise be required by Applicable Law during a transition period to avoid any interruptions in supply of Termination Product to patients. I", "file_path": "cuad/RevolutionMedicinesInc_20200117_S-1_EX-10.1_11948417_EX-10.1_Development Agreement.txt"}]
Question: Consider the Trademark License Agreement between New Mountain Capital, L.L.C. and NMF Senior Loan Fund I, Inc.; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [11484, 11927], "answer": "For twenty-four (24) months following termination of this Agreement, the Licensee shall specify on all public- facing materials in a prominent place and in prominent typeface that the Licensee is no longer operating under the Licensed Mark, is no longer associated with the Licensor, or such other notice as may be deemed necessary by the Licensor in its sole discretion in its prosecution, defense, and/or settlement of any Third Party Claim.", "file_path": "cuad/NmfSlfIInc_20200115_10-12GA_EX-10.5_11946987_EX-10.5_Trademark License Agreement.txt"}]
Question: Consider the Website Building and Hosting Agreement between YourNetPlus.com, Inc. and Kingdom Connect, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [5088, 5213], "answer": "CONSIDERATION  TO  PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.", "file_path": "cuad/BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT.txt"}]
Question: Consider the Collaboration Agreement between Biocept, Inc. and Life Technologies Corporation for NSCLC Diagnostic Tests; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [65158, 65312], "answer": "The term of this Agreement will commence on the Effective Date and continue for a period of three (3) years after the Effective Date (the \"Initial Term\").", "file_path": "cuad/BIOCEPTINC_08_19_2013-EX-10-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Exclusive Distributor Agreement between Water Now, Inc., Hydraspin USA, Inc., and BestEv Management, LLC; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [21067, 21304], "answer": "During the term of this Agreement, Distributor shall afford to Hydraspin and its authorized representatives full access at all reasonable times and upon reasonable prior notice, to all such books and records with respect to the Products.", "file_path": "cuad/WaterNowInc_20191120_10-Q_EX-10.12_11900227_EX-10.12_Distributor Agreement.txt"}]
Question: Consider the Promotion and Distribution Agreement between Whitesmoke Inc. and Google Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [17834, 17997], "answer": "Notwithstanding anything to the contrary, in no event shall the [ * ] paid or payable to Distributor by Google pursuant to Clause 4.1  (Payments) exceed the [ * ].", "file_path": "cuad/WHITESMOKE,INC_11_08_2011-EX-10.26-PROMOTION AND DISTRIBUTION AGREEMENT.txt"}, {"span": [33707, 34283], "answer": "Subject to Clauses 9.1 and 9.2, neither party shall be liable under this Agreement (whether in contract, tort or otherwise) for any:\n\n  (a) loss of anticipated savings;\n\n  (b) loss of business opportunity (which for the avoidance of doubt shall not include loss of advertising revenue);\n\n  (c) loss of or corruption of data;\n\n  (d) loss or damage resulting from third party claims; or\n\n  (e) indirect or consequential losses;\n     suffered or incurred by the other party (whether or not such losses were within the contemplation of the parties at the date of this  Agreement).", "file_path": "cuad/WHITESMOKE,INC_11_08_2011-EX-10.26-PROMOTION AND DISTRIBUTION AGREEMENT.txt"}, {"span": [34289, 34657], "answer": "Subject to Clauses 9.1 and 9.2, each party's total liability under or in connection with this Agreement (whether in contract, tort or  otherwise) arising in any Contract Year is limited to the greater of:\n\n  (a) [ * ] Euros ([ * ] Euros); and\n\n  (b) [ * ]% of the total payment due to the Distributor in the relevant Contract Year pursuant to Clause 4 (Payment Terms).", "file_path": "cuad/WHITESMOKE,INC_11_08_2011-EX-10.26-PROMOTION AND DISTRIBUTION AGREEMENT.txt"}, {"span": [38237, 38408], "answer": "The foregoing Clauses 10.1 to 10.5 states the parties' entire liability and exclusive remedy with respect to infringement of a third party's  Intellectual Property Rights.", "file_path": "cuad/WHITESMOKE,INC_11_08_2011-EX-10.26-PROMOTION AND DISTRIBUTION AGREEMENT.txt"}]
Question: Consider the Service Agreement between WPP 2005 Limited and John Rogers; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [42849, 42962], "answer": "This Agreement is governed by and construed in accordance with English law, save where provided otherwise herein.", "file_path": "cuad/WPPPLC_04_30_2020-EX-4.28-SERVICE AGREEMENT.txt"}]
Question: Consider the Trademark License Agreement between New Mountain Capital, L.L.C. and NMF Senior Loan Fund I, Inc.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [3185, 3621], "answer": "Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee, and the Licensee hereby accepts from the Licensor, a personal, non-exclusive, royalty-free right and license to use the Licensed Mark in the Territory solely and exclusively as a component of the Licensee's own company name and in connection with the Licensed Services and any business provided in conjunction therewith by such Licensee.", "file_path": "cuad/NmfSlfIInc_20200115_10-12GA_EX-10.5_11946987_EX-10.5_Trademark License Agreement.txt"}]
Question: Consider the Collaborative Research, Development and Commercialization Agreement between Revolution Medicines, Inc. and Aventis, Inc. (Sanofi); Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [200060, 200344], "answer": "At RevMed's reasonable request, for a period not to exceed [***] following the effective date of termination, Sanofi shall provide RevMed with assistance up to a total of [***] with any inquiries and correspondence with Regulatory Authorities relating to any such Termination Product.", "file_path": "cuad/RevolutionMedicinesInc_20200117_S-1_EX-10.1_11948417_EX-10.1_Development Agreement.txt"}, {"span": [203042, 203527], "answer": "Sanofi shall, at RevMed's request, for a period not to exceed [***] following the effective date of termination, provide reasonable technical assistance up to a total of [***] and, to the extent not already provided to RevMed, transfer copies of (including when available, in electronic format) all Sanofi Sole Program Know-How to RevMed or its designee, including without limitation: [***], in each case to the extent such materials are exclusively related to the Termination Product.", "file_path": "cuad/RevolutionMedicinesInc_20200117_S-1_EX-10.1_11948417_EX-10.1_Development Agreement.txt"}, {"span": [203620, 204147], "answer": "Furthermore, Sanofi shall within [***] after the effective date of such termination, transfer to RevMed all files and documents relating to the prosecution, defense or enforcement of the RevMed Licensed Patents or Joint Program Patents and provide reasonable assistance for a period not to exceed [***] following the effective date of termination, up to a total of [***], in the transfer of the prosecution, defense and enforcement responsibilities to RevMed, including by executing any documents reasonable necessary therefor.", "file_path": "cuad/RevolutionMedicinesInc_20200117_S-1_EX-10.1_11948417_EX-10.1_Development Agreement.txt"}]
Question: Consider the Exclusive Distributor Agreement between Water Now, Inc., Hydraspin USA, Inc., and BestEv Management, LLC; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [25620, 25920], "answer": "Hydraspin hereby grants to Distributor an exclusive non-transferable and royalty-free right and license to use Hydraspin's Marks in connection with the advertising, promotion, marketing, distribution and sale of the Products in the Territory in accordance with Hydraspin's standards and instructions.", "file_path": "cuad/WaterNowInc_20191120_10-Q_EX-10.12_11900227_EX-10.12_Distributor Agreement.txt"}]
Question: Consider the Collaboration Agreement for COVID-19 Drug Development between Anixa Biosciences, Inc. and OntoChem GmbH; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [34093, 34486], "answer": "Each Party will maintain liability insurance, with reputable and financially secure insurance carriers, at levels consistent with industry standards based upon such Party's respective activities and indemnification obligations under this Agreement. Upon request, each Party will furnish to the other Party certificates issued by the applicable insurance company(ies) evidencing such insurance.", "file_path": "cuad/ANIXABIOSCIENCESINC_06_09_2020-EX-10.1-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Website Building and Hosting Agreement between YourNetPlus.com, Inc. and Kingdom Connect, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [6295, 6742], "answer": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.", "file_path": "cuad/BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT.txt"}]
Question: Consider the Promotion and Distribution Agreement between Whitesmoke Inc. and Google Inc.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [16936, 17096], "answer": "During the Term, and for a period of [ * ] thereafter, Google may audit Distributor's relevant records to confirm  Distributor's compliance with this Agreement.", "file_path": "cuad/WHITESMOKE,INC_11_08_2011-EX-10.26-PROMOTION AND DISTRIBUTION AGREEMENT.txt"}]
Question: Consider the Service Agreement between WPP 2005 Limited and John Rogers; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [29675, 29780], "answer": "The Appointment may be terminated by either party giving the other at least 12 months' notice in writing.", "file_path": "cuad/WPPPLC_04_30_2020-EX-4.28-SERVICE AGREEMENT.txt"}]
Question: Consider the Trademark License Agreement between New Mountain Capital, L.L.C. and NMF Senior Loan Fund I, Inc.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [3185, 3621], "answer": "Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee, and the Licensee hereby accepts from the Licensor, a personal, non-exclusive, royalty-free right and license to use the Licensed Mark in the Territory solely and exclusively as a component of the Licensee's own company name and in connection with the Licensed Services and any business provided in conjunction therewith by such Licensee.", "file_path": "cuad/NmfSlfIInc_20200115_10-12GA_EX-10.5_11946987_EX-10.5_Trademark License Agreement.txt"}]
Question: Consider the Exclusive Distributor Agreement between Water Now, Inc., Hydraspin USA, Inc., and BestEv Management, LLC; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [25620, 25920], "answer": "Hydraspin hereby grants to Distributor an exclusive non-transferable and royalty-free right and license to use Hydraspin's Marks in connection with the advertising, promotion, marketing, distribution and sale of the Products in the Territory in accordance with Hydraspin's standards and instructions.", "file_path": "cuad/WaterNowInc_20191120_10-Q_EX-10.12_11900227_EX-10.12_Distributor Agreement.txt"}]
Question: Consider the Website Building and Hosting Agreement between YourNetPlus.com, Inc. and Kingdom Connect, Inc.; Is there a clause preventing the solicitation of customers in this contract?
Relevant contract clauses:
[{"span": [4828, 5081], "answer": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "file_path": "cuad/BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT.txt"}]
Question: Consider the Collaboration Agreement for COVID-19 Drug Development between Anixa Biosciences, Inc. and OntoChem GmbH; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [32290, 32424], "answer": "Financial reimbursements claimed according to such indemnification shall not exceed payments received by OntoChem under this contract.", "file_path": "cuad/ANIXABIOSCIENCESINC_06_09_2020-EX-10.1-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Promotion and Distribution Agreement between Whitesmoke Inc. and Google Inc.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [7736, 8592], "answer": "Subject to the terms and conditions of this Agreement, Google grants to Distributor a [* ] license during the  Term to: (a) bundle the Distribution Products, in machine-readable binary code format only, solely with Distributor App(s); (b) distribute  Bundles directly (or indirectly, subject to Clause 2.2 (Third Party Distribution)) to End Users in the Territory; (c) when indicated by the  applicable Criteria Checker and requested by the End User in accordance with clause 3.2 (Form of Distribution Offering), install the  Chrome Browser or the Google Toolbar (as applicable) on the End User's system using the Google Installers; and (d) reproduce (or have  reproduced by Third Party Distributors as defined in Clause 2.2 (Third Party Distribution)), the Distribution Products to the extent  necessary to exercise the rights granted in (a), (b) and (c).", "file_path": "cuad/WHITESMOKE,INC_11_08_2011-EX-10.26-PROMOTION AND DISTRIBUTION AGREEMENT.txt"}, {"span": [10677, 11082], "answer": "Subject to the terms and conditions of this Agreement, Google grants to Distributor a limited, [ * ] license  during the Term to use the Google Trademarks, in accordance with Google's trademark usage guidelines, solely to market and promote the  Products consistent with this Agreement, provided that all use of the Google Trademarks shall be subject to Google's prior review and  advance written consent.", "file_path": "cuad/WHITESMOKE,INC_11_08_2011-EX-10.26-PROMOTION AND DISTRIBUTION AGREEMENT.txt"}]
Question: Consider the Services Agreement between TransMontaigne Management Company, LLC and TLP Management Services, LLC; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [4147, 4436], "answer": "No Party shall have the right to assign its rights or obligations under this Agreement without the consent of the other Parties hereto; provided, however, that either party hereto may make a collateral assignment of this Agreement solely to secure working capital financing for such party.", "file_path": "cuad/TRANSMONTAIGNEPARTNERSLLC_03_13_2020-EX-10.9-SERVICES AGREEMENT.txt"}]
Question: Consider the Collaborative Research, Development and Commercialization Agreement between Revolution Medicines, Inc. and Aventis, Inc. (Sanofi); What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [185903, 186397], "answer": "RevMed will notify Sanofi in writing as soon as possible after RevMed announces publicly any information regarding any proposed Change of Control of RevMed (or if the Change of Control will not be publicly announced, then no later than [***] after the signing of the Change of Control). Sanofi will have the option to either (A) terminate this Agreement in its entirety upon written notice to RevMed provided to RevMed within [***] of the effective date of such Change of Control; or (B) [***].", "file_path": "cuad/RevolutionMedicinesInc_20200117_S-1_EX-10.1_11948417_EX-10.1_Development Agreement.txt"}, {"span": [195850, 196009], "answer": "RevMed shall pay Sanofi such royalties until the earlier of (x) expiration of the Post-Termination Royalty Term therefor and (y) a Change of Control of Sanofi.", "file_path": "cuad/RevolutionMedicinesInc_20200117_S-1_EX-10.1_11948417_EX-10.1_Development Agreement.txt"}]
Question: Consider the Trademark License Agreement between New Mountain Capital, L.L.C. and NMF Senior Loan Fund I, Inc.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [5139, 5307], "answer": "The Licensee hereby assigns and agrees to assign any rights it may have as a result of its licensed use, including common law rights, in the Licensed Mark, to Licensor.", "file_path": "cuad/NmfSlfIInc_20200115_10-12GA_EX-10.5_11946987_EX-10.5_Trademark License Agreement.txt"}]
Question: Consider the Exclusive Distributor Agreement between Water Now, Inc., Hydraspin USA, Inc., and BestEv Management, LLC; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [6075, 6705], "answer": "\"Performance Benchmarks\" shall mean the following requirements necessary for Distributor to maintain the exclusivity granted in Section 2.1 hereof: (a) the execution of contracts to deploy Products in 25 new locations approved in advance by Hydraspin (\"Customer Locations\") during each 12 month period following the Effective Date and (b) all Customer Locations in the aggregate shall generate an average of 7,500 barrels of fluid per day on a trailing 12 month basis. Customer Locations must be available for installation within 90 days of approval by Hydraspin to be applied toward the satisfaction of the Performance Benchmark.", "file_path": "cuad/WaterNowInc_20191120_10-Q_EX-10.12_11900227_EX-10.12_Distributor Agreement.txt"}, {"span": [6947, 7167], "answer": "If this Agreement is extended beyond the Initial Term, as hereinafter defined, the number of Customer Locations to be secured to maintain exclusivity during the pendency of the Agreement shall be increased to 50 from 25.", "file_path": "cuad/WaterNowInc_20191120_10-Q_EX-10.12_11900227_EX-10.12_Distributor Agreement.txt"}]
Question: Consider the Collaboration Agreement for COVID-19 Drug Development between Anixa Biosciences, Inc. and OntoChem GmbH; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [9594, 9984], "answer": "Each Party will provide the other Party with the right to inspect such records, and upon request will provide copies of all such records, to the extent reasonably required for the exercise or performance of such other Party's rights or obligations under this Agreement, provided that any information disclosed under this Section 2.7 will be subject to the terms and conditions of Section 5.", "file_path": "cuad/ANIXABIOSCIENCESINC_06_09_2020-EX-10.1-COLLABORATION AGREEMENT.txt"}, {"span": [14065, 14329], "answer": "These records will be available for inspection during regular business hours upon reasonable notice by Anixa, or its duly authorized representative, at Anixa's expense, for three (3) years following the end of the calendar year in which such expenses are invoiced.", "file_path": "cuad/ANIXABIOSCIENCESINC_06_09_2020-EX-10.1-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Website Building and Hosting Agreement between YourNetPlus.com, Inc. and Kingdom Connect, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [8526, 8699], "answer": "All questions regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York.", "file_path": "cuad/BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT.txt"}]
Question: Consider the Promotion and Distribution Agreement between Whitesmoke Inc. and Google Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [39279, 39391], "answer": "[ * ] may [ * ]any of its rights or obligations under this Agreement without the prior written consent of [ * ].", "file_path": "cuad/WHITESMOKE,INC_11_08_2011-EX-10.26-PROMOTION AND DISTRIBUTION AGREEMENT.txt"}]
Question: Consider the Services Agreement between TransMontaigne Management Company, LLC and TLP Management Services, LLC; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [3573, 3719], "answer": "This Agreement may be terminated by (a) the written agreement of the Parties or (b) by either Party upon 5 days written notice to the other Party.", "file_path": "cuad/TRANSMONTAIGNEPARTNERSLLC_03_13_2020-EX-10.9-SERVICES AGREEMENT.txt"}]
Question: Consider the Trademark License Agreement between New Mountain Capital, L.L.C. and NMF Senior Loan Fund I, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [14141, 14312], "answer": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the principles of conflicts of law rules.", "file_path": "cuad/NmfSlfIInc_20200115_10-12GA_EX-10.5_11946987_EX-10.5_Trademark License Agreement.txt"}]
Question: Consider the Exclusive Distributor Agreement between Water Now, Inc., Hydraspin USA, Inc., and BestEv Management, LLC; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [2689, 3578], "answer": "\"Distributor Share\" means, with respect to Net Revenue, the percentage of Net Revenue that the Distributor is entitled to receive, as follows: (i) for the first ten (10) Products installed, 7.5% of Net Revenue, and (ii) for the eleventh (11th) Product installed and all Products installed thereafter, 15% of Net Revenue. Notwithstanding anything to the contrary contained herein, the 1\n\nSource: WATER NOW, INC., 10-Q, 11/20/2019\n\n\n\n\n\nDistributor Share with respect to the split of Net Revenue between Hydraspin and the Distributor with respect to any particular Production installation or group Product installation may be negotiated by Hydraspin and the Distributor and set forth in a separate written agreement between the Parties, and in such case, the Distributor Share set forth in the separate written agreement shall supersede and control over the Distributor Share set forth above.", "file_path": "cuad/WaterNowInc_20191120_10-Q_EX-10.12_11900227_EX-10.12_Distributor Agreement.txt"}, {"span": [4017, 4330], "answer": "\"Hydraspin Share\" means, with respect to Net Revenue, the percentage of Net Revenue that Hydraspin is entitled to receive, as follows: (i) for the first ten (10) Products installed, 92.5% of Net Revenue, and (ii) for the eleventh (11th) Product installed and all Products installed thereafter, 85% of Net Revenue.", "file_path": "cuad/WaterNowInc_20191120_10-Q_EX-10.12_11900227_EX-10.12_Distributor Agreement.txt"}, {"span": [19309, 19502], "answer": "With respect to each Revenue Event, Distributor shall be entitled to receive the Distributor Share of Net Revenue, and Hydraspin shall be entitled to receive the Hydraspin Share of Net Revenue.", "file_path": "cuad/WaterNowInc_20191120_10-Q_EX-10.12_11900227_EX-10.12_Distributor Agreement.txt"}]
Question: Consider the Website Building and Hosting Agreement between YourNetPlus.com, Inc. and Kingdom Connect, Inc.; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [974, 1207], "answer": "This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "file_path": "cuad/BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT.txt"}]
Question: Consider the Collaboration Agreement for COVID-19 Drug Development between Anixa Biosciences, Inc. and OntoChem GmbH; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [9985, 10177], "answer": "Each Party will retain such records for at least three (3) years following expiration or termination of this Agreement or such longer period as may be required by applicable law or regulation.", "file_path": "cuad/ANIXABIOSCIENCESINC_06_09_2020-EX-10.1-COLLABORATION AGREEMENT.txt"}, {"span": [17114, 17364], "answer": "In addition, if this Agreement is terminated prior to completion of the Research Program, OntoChem will promptly furnish to Anixa any Deliverable or other work product generated to date and not previously provided to Anixa, including work in process.", "file_path": "cuad/ANIXABIOSCIENCESINC_06_09_2020-EX-10.1-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Promotion and Distribution Agreement between Whitesmoke Inc. and Google Inc.; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [21357, 21857], "answer": "[ * ] may terminate this Agreement immediately upon written notice if there is a Change of Control of [ * ]. In this  Clause the term \"Control\" shall mean the possession by any person(s) directly or indirectly of the power to direct or cause the direction  of another person and \"Change of Control\" is to be construed accordingly. [ * ] expected to experience, or [ * ] is experiencing, such  Change of Control shall notify [ * ] in writing of this before or within [ * ] after the Change of Control.", "file_path": "cuad/WHITESMOKE,INC_11_08_2011-EX-10.26-PROMOTION AND DISTRIBUTION AGREEMENT.txt"}, {"span": [22286, 22604], "answer": "For the avoidance of doubt, if following [ * ] there is a transfer of shareholding or interests in Distributor to any existing or new  shareholder(s) which results in any person or persons subsequently gaining Control of Distributor, then Google may exercise its right to  terminate in accordance with this clause 5.4.", "file_path": "cuad/WHITESMOKE,INC_11_08_2011-EX-10.26-PROMOTION AND DISTRIBUTION AGREEMENT.txt"}, {"span": [39392, 39522], "answer": "For the  avoidance of doubt, a Change of Control shall be deemed an assignment hereunder unless [ * ] does not exercise its [ * ].", "file_path": "cuad/WHITESMOKE,INC_11_08_2011-EX-10.26-PROMOTION AND DISTRIBUTION AGREEMENT.txt"}]
Question: Consider the Collaborative Research, Development and Commercialization Agreement between Revolution Medicines, Inc. and Aventis, Inc. (Sanofi); Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [185395, 185861], "answer": "Sanofi may terminate this Agreement (A) in its entirety by providing [***] written notice of termination to RevMed or (B) on a country-by-country or Product-by-Product basis by providing [***] written notice of termination to RevMed; provided that if Sanofi desires to terminate this Agreement under this Section 12.2(a)(i)B only with respect to the U.S. (for all Products or one or more Products), Sanofi shall provide [***] written notice of termination to RevMed.", "file_path": "cuad/RevolutionMedicinesInc_20200117_S-1_EX-10.1_11948417_EX-10.1_Development Agreement.txt"}]
Question: Consider the Trademark License Agreement between New Mountain Capital, L.L.C. and NMF Senior Loan Fund I, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [10291, 10374], "answer": "The license granted to the Licensee under this Agreement shall continue perpetually", "file_path": "cuad/NmfSlfIInc_20200115_10-12GA_EX-10.5_11946987_EX-10.5_Trademark License Agreement.txt"}, {"span": [10376, 10540], "answer": "Notwithstanding the foregoing, this Agreement shall expire if the Investment Advisor or one of its affiliates ceases to serve as investment adviser to the Licensee.", "file_path": "cuad/NmfSlfIInc_20200115_10-12GA_EX-10.5_11946987_EX-10.5_Trademark License Agreement.txt"}]
Question: Consider the Services Agreement between TransMontaigne Management Company, LLC and TLP Management Services, LLC; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [2857, 3091], "answer": "This Agreement shall be subject to and governed by the laws of the State of Colorado, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state.", "file_path": "cuad/TRANSMONTAIGNEPARTNERSLLC_03_13_2020-EX-10.9-SERVICES AGREEMENT.txt"}]
Question: Consider the Website Building and Hosting Agreement between YourNetPlus.com, Inc. and Kingdom Connect, Inc.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [974, 1207], "answer": "This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "file_path": "cuad/BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between Square Two Golf, Inc. and Kathy Whitworth with Intellectual Property Rights and Confidentiality Provisions; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [5692, 6378], "answer": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property. Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property.", "file_path": "cuad/WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT - Intellectual Property Rights                 Confidentiality and Non-Use Obligations Agreement.txt"}]
Question: Consider the Promotion and Distribution Agreement between Whitesmoke Inc. and Google Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [41315, 41644], "answer": "This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in  relation to any dispute (contractual or non-contractual) concerning this Agreement save that either party may apply to any court for an  injunction or other relief to protect its Intellectual Property Rights.", "file_path": "cuad/WHITESMOKE,INC_11_08_2011-EX-10.26-PROMOTION AND DISTRIBUTION AGREEMENT.txt"}]
Question: Consider the Exclusive Distributor Agreement between Water Now, Inc., Hydraspin USA, Inc., and BestEv Management, LLC; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [39031, 39652], "answer": "Neither Party may assign any right, or delegate any duty under this Agreement, in whole or in part, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Any attempted assignment without such consent shall be void and of no effect. Notwithstanding anything contained in this Section to the contrary, Hydraspin may assign this Agreement upon written notice to Distributor to any entity which controls, is controlled by or under common control with Hydraspin or to any successor to or purchaser of all or substantially all of its assets or stock, by merger or otherwise.", "file_path": "cuad/WaterNowInc_20191120_10-Q_EX-10.12_11900227_EX-10.12_Distributor Agreement.txt"}]
Question: Consider the Collaboration Agreement for COVID-19 Drug Development between Anixa Biosciences, Inc. and OntoChem GmbH; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [26028, 26489], "answer": "OntoChem hereby grants to Anixa a non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses through multiple tiers) under any patents which OntoChem or any of its Affiliates own or control during the term of this Agreement, to make, have made, use, sell, offer for sale and import the Lead Scaffold(s) and products that incorporate compounds from the Lead Scaffold(s).", "file_path": "cuad/ANIXABIOSCIENCESINC_06_09_2020-EX-10.1-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Services Agreement between TransMontaigne Management Company, LLC and TLP Management Services, LLC; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [3502, 3572], "answer": "This Agreement shall remain in effect until terminated by the Parties.", "file_path": "cuad/TRANSMONTAIGNEPARTNERSLLC_03_13_2020-EX-10.9-SERVICES AGREEMENT.txt"}]
Question: Consider the Collaborative Research, Development and Commercialization Agreement between Revolution Medicines, Inc. and Aventis, Inc. (Sanofi); Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [72888, 73394], "answer": "Subject to the terms and conditions of this Agreement, RevMed hereby grants to Sanofi an exclusive (even as to RevMed and its Affiliates), royalty-bearing license (which shall be sub-licensable solely as provided in Section 3.4) under the RevMed Licensed Technology, to Research, Develop, Manufacture, use, sell, offer for sale, import and otherwise Commercialize and exploit Products (including, for clarity, any Companion Diagnostics with respect to such Products) in the Field in the Licensed Territory.", "file_path": "cuad/RevolutionMedicinesInc_20200117_S-1_EX-10.1_11948417_EX-10.1_Development Agreement.txt"}, {"span": [73421, 73599], "answer": "Subject to the terms and conditions of this Agreement, RevMed hereby grants to Sanofi an exclusive option, under the Patent Rights and Know-How claiming or embodied in the [***].", "file_path": "cuad/RevolutionMedicinesInc_20200117_S-1_EX-10.1_11948417_EX-10.1_Development Agreement.txt"}, {"span": [80407, 81055], "answer": "If Sanofi provides a Notice of Interest to RevMed within [***], then (i) RevMed shall, upon request of Sanofi, provide Sanofi with reasonable access to all other then-existing Know-How in RevMed's Control that exists in either paper or electronic form and pertains to the relevant SHP1-SHP2 Dual Inhibitor and (ii) the Parties shall negotiate exclusively in good faith and on a commercially reasonable basis the terms of a definitive agreement under which Sanofi would be granted SHP1-SHP2 Dual Inhibitor License Rights for [***] after RevMed receives such Notice of Interest (such period, the \"SHP1-SHP2 Dual Inhibitor Licensing Negotiation Period", "file_path": "cuad/RevolutionMedicinesInc_20200117_S-1_EX-10.1_11948417_EX-10.1_Development Agreement.txt"}]
Question: Consider the Trademark License Agreement between Morgan Stanley Investment Management Inc. and Morgan Stanley Direct Lending Fund; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [1762, 2389], "answer": "Licensee may sublicense its rights under Section 1.1 solely to a current or future wholly owned subsidiary of Licensee, and then only with the prior written consent of Licensor (which shall not be unreasonably withheld), provided that any such sublicense shall terminate automatically, with no need for written notice to the sublicensee, if (a) such entity ceases to be a wholly owned subsidiary of Licensee, (b) this Agreement terminates for any reason or (c) such sublicensee materially breaches its sublicense in a manner that harms the Brand and does not cure the same within 15 days after notice from Licensor or Licensee.", "file_path": "cuad/MorganStanleyDirectLendingFund_20191119_10-12GA_EX-10.5_11898508_EX-10.5_Trademark License Agreement.txt"}]
Question: Consider the Exclusive Distributor Agreement between Water Now, Inc., Hydraspin USA, Inc., and BestEv Management, LLC; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [9451, 9901], "answer": "If Hydraspin desires to enter a new territory in the United States, Hydraspin will offer Distributor the first opportunity to become the exclusive distributor for the new territory. If the Parties are unable to reach an agreement on the terms of exclusivity within ten (10) business days of the date the opportunity is presented to Distributor, Hydraspin shall have no obligation to enter into a contract with Distributor regarding the new territory.", "file_path": "cuad/WaterNowInc_20191120_10-Q_EX-10.12_11900227_EX-10.12_Distributor Agreement.txt"}]
Question: Consider the Endorsement Agreement between SQUARE TWO GOLF INC. and Kathy Whitworth for Women's Golf Clubs; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [15166, 15639], "answer": "The Professional agrees to maintain at all times during the Term such insurance, including without limitation, health insurance, workers' compensation, automobile and general comprehensive liability coverage, as will protect and hold harmless the Company from any claims, losses, damages, costs, expenses or liability arising out of the Services performed under this Agreement. The Company may require the Professional to provide insurance certificates evidencing the same.", "file_path": "cuad/WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT.txt"}]