orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Sponsorship Agreement between Southern Racing Promotions, Inc. and Logan's Roadhouse, Inc.; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [2519, 2596], "answer": "The Driver shall not drive for any other sponsor which competes with Logan's.", "file_path": "cuad/LOGANSROADHOUSEINC_03_27_1998-EX-10.17-SPONSORSHIP AGREEMENT.txt"}, {"span": [7022, 7125], "answer": "SRP may not obtain any associate or secondary sponsors whose products or concepts compete with Logan's.", "file_path": "cuad/LOGANSROADHOUSEINC_03_27_1998-EX-10.17-SPONSORSHIP AGREEMENT.txt"}, {"span": [8127, 8278], "answer": "Furthermore, SRP shall not permit any associate or secondary sponsor to suggest in any manner that its sponsorship role is as great as that of Logan's.", "file_path": "cuad/LOGANSROADHOUSEINC_03_27_1998-EX-10.17-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between Lucent Technologies Inc. and mPhase Technologies Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [5044, 5227], "answer": "Neither Party shall be liable to the other for special, incidental, or          consequential damages, even if such Party has been advised of the          possibility of such damages.", "file_path": "cuad/MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement.txt"}]
Question: Consider the Media License Agreement between National Football Museum, Inc. and HOF Village Media Group, LLC; Are there any price restrictions or controls specified in this contract?
Relevant contract clauses:
[{"span": [20867, 21071], "answer": "To the extent that the Village Media Company and PFHOF work collaboratively on media projects, the EP's services on such projects for the benefit of PFHOF shall be charged to PFHOF at cost without markup.", "file_path": "cuad/GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.6_11951677_EX-10.6_License Agreement.txt"}, {"span": [28218, 28511], "answer": "provided that the Parties acknowledge and agree that after the first five (5) years of the Term, the Annual Guarantee shall increase by three percent (3%) on a year-over-year basis (e.g., the Annual Guarantee shall increase to $1,287,500 for year six (6) and to $1,326,125 for year seven (7)).", "file_path": "cuad/GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.6_11951677_EX-10.6_License Agreement.txt"}, {"span": [29853, 30682], "answer": "The Parties acknowledge and agree that two hundred twenty five thousand dollars ($225,000) (the \"Youth Sports License Fee\") shall be credited against the Annual Guarantee on the Closing Date and each anniversary of the Closing Date during the Term for the license granted by PFHOF to Youth Sports Management, LLC (\"Youth Sports\") pursuant to that certain branding license agreement to be entered into on the Effective Date between PFHOF and Youth Sports for so long as such agreement remains in effect; provided that after the first five (5) years of the Term, the Youth Sports License Fee shall increase by three percent (3%) on a year-over year basis and thereafter, the aggregate amount of the Youth Sports License Fee, after giving effect to such increase each year, shall be the amount credited against the Annual Guarantee.", "file_path": "cuad/GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.6_11951677_EX-10.6_License Agreement.txt"}]
Question: Consider the Operations and Maintenance Agreement between Piñon Gathering Company, LLC and SandRidge Midstream, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [71068, 71561], "answer": "Operator shall not make any assignment of all or any part of this Agreement or any of the rights or obligations hereunder unless there first shall  have been obtained the written consent thereto of Owner, which consent shall not be unreasonably withheld, conditioned, or delayed. Owner shall  not make any assignment of all or any part of this Agreement or any of the rights or obligations hereunder except in connection with the sale or  conveyance of all or any part of the Gathering System.", "file_path": "cuad/SANDRIDGEENERGYINC_08_06_2009-EX-10.6-OPERATIONS AND MAINTENANCE AGREEMENT.txt"}, {"span": [71671, 71771], "answer": "Any attempted assignment of this Agreement in violation of this Section 9.13 shall be null and void.", "file_path": "cuad/SANDRIDGEENERGYINC_08_06_2009-EX-10.6-OPERATIONS AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between PC Quote, Inc. and A.B. Watley, Inc. for Market Data Software; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [14946, 15133], "answer": "This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Illinois, except with regards to its rules regarding choice of law.", "file_path": "cuad/PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1.txt"}]
Question: Consider the Content License Agreement between World Book, Inc. and HSW International, Inc.; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [46928, 47272], "answer": "EXCEPT FOR EITHER PARTY'S VIOLATION OF THE CONFIDENTIALITY OBLIGATIONS AND FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE AMOUNT OF THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT.", "file_path": "cuad/RemarkHoldingsInc_20081114_10-Q_EX-10.24_2895649_EX-10.24_Content License Agreement.txt"}, {"span": [47280, 47742], "answer": "EXCEPT FOR EITHER PARTY'S VIOLATION OF THE CONFIDENTIALITY OBLIGATIONS AND FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, OR LOST PROFITS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/RemarkHoldingsInc_20081114_10-Q_EX-10.24_2895649_EX-10.24_Content License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between Lucent Technologies Inc. and mPhase Technologies Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [5238, 5338], "answer": "This Agreement shall not be assigned by mPhase without the prior          written consent of Lucent.", "file_path": "cuad/MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement.txt"}]
Question: Consider the Operations and Maintenance Agreement between Piñon Gathering Company, LLC and SandRidge Midstream, Inc.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [20069, 21072], "answer": "This Agreement shall commence on the Effective Date and, unless terminated earlier pursuant to Section 3.2 or 3.3 of this Agreement, shall  continue until the twentieth (20th) anniversary of the Effective Date; provided, however, (i) Operator shall have the right to terminate this  Agreement at any time upon no less than 120 days prior written notice to Owner, if Operator provides a substitute operator acceptable to Owner,  as determined in its reasonable discretion, who (A) has experience operating similar assets, (B) has the ability to provide at least the same quality  of service as Operator, (C) has the financial ability to perform the obligations hereunder, and (D) is ready, willing and able to execute an operation  and maintenance agreement substantially similar to this Agreement and acceptable to Owner, as determined in its reasonable discretion, and  (ii) Owner shall have the right to terminate this Agreement at any time upon no less than 120 days prior written notice to Operator.", "file_path": "cuad/SANDRIDGEENERGYINC_08_06_2009-EX-10.6-OPERATIONS AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Media License Agreement between National Football Museum, Inc. and HOF Village Media Group, LLC; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [39424, 39612], "answer": "The Village Media Company shall not, directly or indirectly, assign, sublicense or otherwise transfer any of its rights or obligations hereunder without the prior written consent of PFHOF.", "file_path": "cuad/GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.6_11951677_EX-10.6_License Agreement.txt"}]
Question: Consider the Intellectual Property Agreement between Morgan Stanley & Co. Incorporated and MSCI Inc.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [2752, 3040], "answer": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "file_path": "cuad/MSCIINC_02_28_2008-EX-10.10-.txt"}, {"span": [3062, 3350], "answer": "MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "file_path": "cuad/MSCIINC_02_28_2008-EX-10.10-.txt"}]
Question: Consider the Sponsorship Agreement between Southern Racing Promotions, Inc. and Logan's Roadhouse, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [1600, 1746], "answer": "The term of this Agreement shall commence on the date hereof  and, unless terminated as provided herein, shall continue through November 30, 1998.", "file_path": "cuad/LOGANSROADHOUSEINC_03_27_1998-EX-10.17-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Intellectual Property Agreement between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc.; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [29138, 30031], "answer": "RemainCo agrees not to, and shall not permit any member of the RemainCo Group to, oppose, petition to cancel, or otherwise challenge or object to the use of or any current application and/or subsequent application for registration by SpinCo or any member of the SpinCo Group of any SpinCo House Marks, as long as such use and/or registration does not make use of the RemainCo House Marks and further agrees to take such actions as may be reasonably requested by SpinCo and execute or cause to be executed by the appropriate members of the RemainCo Group such other agreements, instruments and other documents, including coexistence agreements and letters of consent, as may be reasonably requested by SpinCo to facilitate the registration and continued prosecution of SpinCo House Marks (e.g., in the event that any RemainCo House Mark is cited against an application for a SpinCo House Mark).", "file_path": "cuad/BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC..txt"}, {"span": [57734, 58267], "answer": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "file_path": "cuad/BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC..txt"}, {"span": [58731, 59261], "answer": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date", "file_path": "cuad/BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC..txt"}]
Question: Consider the Content License Agreement between World Book, Inc. and HSW International, Inc.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [28004, 29396], "answer": "HSWI shall also provide reasonable assistance to World Book or its designated agent to conduct audits to confirm the payments hereunder. Any such audit will be conducted upon [*] ([*]) days notice and during regular business hours, and shall be at [*] expense, unless such audit reveals a discrepancy of more than [*] percent ([*]%) in the total applicable amount reported by HSWI, in which case [*] shall pay for, or reimburse [*] the cost of, such audit. Any such audit shall be conducted by an independent certified public accounting firm which is not engaged in performing other work for World Book or its affiliates; which agrees to enter into a confidentiality agreement with HSWI; and which is not compensated in any manner of contingency arrangements on the basis of its findings. HSWI further agrees that until the expiration of [*] ([*]) year after the termination of this Agreement, HSWI will make available upon written request to World Book or any of its duly authorized representatives, this Agreement and books, documents, and records of HSWI that are necessary to verify the nature and extent of the revenue derived by HSWI from advertising related to the Content hereunder. No more than [*] audit may be conducted in any [*] month period, unless the then-most-recent audit reveals a discrepancy of more than [*] percent ([*]%) in the total applicable amount reported by HSWI.", "file_path": "cuad/RemarkHoldingsInc_20081114_10-Q_EX-10.24_2895649_EX-10.24_Content License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between Lucent Technologies Inc. and mPhase Technologies Inc.; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [2551, 2746], "answer": "This Agreement shall terminate in the event of a significant change in          the management or ownership of mPhase or in the event mPhase is the          subject of any bankruptcy proceedings.", "file_path": "cuad/MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement.txt"}]
Question: Consider the Media License Agreement between National Football Museum, Inc. and HOF Village Media Group, LLC; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [26308, 26935], "answer": "In addition to and without limiting any other provision of this Agreement, if a Change of Control occurs at any time during the Term, PFHOF shall have the right to terminate this Agreement immediately upon giving notice of such termination to the Village Media Company. For purposes of this Section 4.4, a \"Change of Control\" shall mean any transaction or series of related transactions that results in (including by way of merger or consolidation), or that is in connection with, the Village Media Company no longer being controlled (as defined in Section 1.2) by or under common control (as defined in Section 1.2) with HOFV.", "file_path": "cuad/GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.6_11951677_EX-10.6_License Agreement.txt"}]
Question: Consider the Operations and Maintenance Agreement between Piñon Gathering Company, LLC and SandRidge Midstream, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [65375, 65604], "answer": "This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without regard to choice of  law principles that would require the application of the laws of any other jurisdiction.", "file_path": "cuad/SANDRIDGEENERGYINC_08_06_2009-EX-10.6-OPERATIONS AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Intellectual Property Agreement between Morgan Stanley & Co. Incorporated and MSCI Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [6590, 6714], "answer": "This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York.", "file_path": "cuad/MSCIINC_02_28_2008-EX-10.10-.txt"}]
Question: Consider the Intellectual Property Agreement between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc.; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [30467, 30885], "answer": "However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution.", "file_path": "cuad/BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC..txt"}]
Question: Consider the Sponsorship Agreement between Ford Motor Media and iVillage, Inc. for Online Promotion; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [4059, 4415], "answer": "Upon receipt from iVillage of the proposed Bridge Site design and content, FMM shall have no more than five (5) business days in which to provide iVillage with its acceptance or rejection of the design and content. If iVillage does not receive FMM's acceptance or rejection of such within the allotted time, iVillage shall deem FMM's silence as acceptance.", "file_path": "cuad/IVILLAGEINC_03_17_1999-EX-10.16-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between World Book, Inc. and HSW International, Inc.; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [8601, 8877], "answer": "Subject to the terms and conditions set forth herein, World Book hereby grants to HSWI, a perpetual, irrevocable limited license to use, copy, store, archive, distribute, transmit, modify (subject to Section 2.1(iv)), and Display the Content, Images and Affinities in whole or", "file_path": "cuad/RemarkHoldingsInc_20081114_10-Q_EX-10.24_2895649_EX-10.24_Content License Agreement.txt"}, {"span": [16328, 16491], "answer": "The term of the license for the Content delivered to HSWI as part of the Affinities, and the Affinities themselves, shall be perpetual, Exclusive, and irrevocable.", "file_path": "cuad/RemarkHoldingsInc_20081114_10-Q_EX-10.24_2895649_EX-10.24_Content License Agreement.txt"}, {"span": [17649, 17766], "answer": "The term of the license for the Images delivered to HSWI as part of the Affinity, shall be perpetual and irrevocable.", "file_path": "cuad/RemarkHoldingsInc_20081114_10-Q_EX-10.24_2895649_EX-10.24_Content License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between Lucent Technologies Inc. and mPhase Technologies Inc.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [4564, 4741], "answer": "Either party wishing to terminate          the Agreement must give written notice to the other party at least          thirty (30) days prior to the desired date of termination.", "file_path": "cuad/MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement.txt"}]
Question: Consider the Content License Agreement between World Book, Inc. and HSW International, Inc.; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [13070, 13176], "answer": "All rights granted to HSWI under this Agreement may be exercised by or through HSWI and/or its Affiliates.", "file_path": "cuad/RemarkHoldingsInc_20081114_10-Q_EX-10.24_2895649_EX-10.24_Content License Agreement.txt"}]
Question: Consider the Operations and Maintenance Agreement between Piñon Gathering Company, LLC and SandRidge Midstream, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [20069, 21072], "answer": "This Agreement shall commence on the Effective Date and, unless terminated earlier pursuant to Section 3.2 or 3.3 of this Agreement, shall  continue until the twentieth (20th) anniversary of the Effective Date; provided, however, (i) Operator shall have the right to terminate this  Agreement at any time upon no less than 120 days prior written notice to Owner, if Operator provides a substitute operator acceptable to Owner,  as determined in its reasonable discretion, who (A) has experience operating similar assets, (B) has the ability to provide at least the same quality  of service as Operator, (C) has the financial ability to perform the obligations hereunder, and (D) is ready, willing and able to execute an operation  and maintenance agreement substantially similar to this Agreement and acceptable to Owner, as determined in its reasonable discretion, and  (ii) Owner shall have the right to terminate this Agreement at any time upon no less than 120 days prior written notice to Operator.", "file_path": "cuad/SANDRIDGEENERGYINC_08_06_2009-EX-10.6-OPERATIONS AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Intellectual Property Agreement between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc.; Does this contract include an unlimited or all-you-can-eat license?
Relevant contract clauses:
[{"span": [25318, 26306], "answer": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book.", "file_path": "cuad/BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC..txt"}]
Question: Consider the Intellectual Property Agreement between JingWei HengTong Technology (ShenZhen) Co., Ltd. and ShenZhen JingWei Communication Co., Ltd.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [1736, 1833], "answer": "The license under this Agreement is a non-exclusive, non-assignable and non-transferable license.", "file_path": "cuad/JINGWEIINTERNATIONALLTD_10_04_2007-EX-10.7-INTELLECTUAL PROPERTY AGREEMENT.txt"}, {"span": [2324, 2567], "answer": "Party B shall not sub-license the Intellectual Property to others or use the Intellectual Property in the third party's training, business share, lease without the consent from Party A, unless there are opposite stipulations in this Agreement.", "file_path": "cuad/JINGWEIINTERNATIONALLTD_10_04_2007-EX-10.7-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between Ford Motor Media and iVillage, Inc. for Online Promotion; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [16689, 16936], "answer": "NEITHER PARTY SHALL HAVE ANY LIABILITY HEREUNDER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH.", "file_path": "cuad/IVILLAGEINC_03_17_1999-EX-10.16-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between Lucent Technologies Inc. and mPhase Technologies Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [5349, 5474], "answer": "The validity, construction and performance of this Agreement shall be          governed by the laws of the State of New York.", "file_path": "cuad/MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement.txt"}]
Question: Consider the Media License Agreement between National Football Museum, Inc. and HOF Village Media Group, LLC; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [23061, 23771], "answer": "All communication with the National Football League (the \"NFL\"), its 32 Member Clubs, NFL Legends and Gold Jackets shall be made exclusively and directly through PFHOF. For the avoidance of doubt, PFHOF has the exclusive and sole relationship with the NFL, its 32 Member Clubs, NFL Legends and Gold Jackets for any and all PFHOF and HOFV activities; provided, however, that any communication relating to any investment by the NFL in any Village Media Company project, may be made directly through the President of PFHOF or the Chief Executive Officer of HOFV; and, provided further, that the Village Media Company shall have the right to present opportunities related to any of the above for approval by PFHOF.", "file_path": "cuad/GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.6_11951677_EX-10.6_License Agreement.txt"}]
Question: Consider the Restated Net Investment Income Maintenance Agreement between Securian Funds Trust, Advantus Capital Management, Inc., and Securian Financial Services, Inc.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [6009, 6468], "answer": "This Agreement shall continue in effect for a period of one year from the date of its execution and from year to year thereafter provided such  continuance is specifically approved by a majority of the trustees of the Trust who (i) are not \"interested persons\" of the Trust or any other party  to this Agreement, as defined in the 1940 Act, and (ii) have no direct or indirect financial interest in the operation of this Agreement (\"Non- Interested Trustees\")", "file_path": "cuad/SECURIANFUNDSTRUST_05_01_2012-EX-99.28.H.9-NET INVESTMENT INCOME MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Intellectual Property Agreement between JingWei HengTong Technology (ShenZhen) Co., Ltd. and ShenZhen JingWei Communication Co., Ltd.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [1566, 1833], "answer": "Upon the terms and conditions hereinafter set forth, Party A hereby agrees to grant and Party B hereby agree to accept the right to use the intellectual property in PRC. The license under this Agreement is a non-exclusive, non-assignable and non-transferable license.", "file_path": "cuad/JINGWEIINTERNATIONALLTD_10_04_2007-EX-10.7-INTELLECTUAL PROPERTY AGREEMENT.txt"}, {"span": [2204, 2323], "answer": "The Intellectual Property granted to Party B shall only be used to the scope of Party B's Business operated by Party B.", "file_path": "cuad/JINGWEIINTERNATIONALLTD_10_04_2007-EX-10.7-INTELLECTUAL PROPERTY AGREEMENT.txt"}, {"span": [2577, 2645], "answer": "The use right granted under this Agreement is only valid in the PRC.", "file_path": "cuad/JINGWEIINTERNATIONALLTD_10_04_2007-EX-10.7-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Intellectual Property Agreement between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [23364, 23699], "answer": "SpinCo and RemainCo agree and acknowledge that, although RemainCo was responsible for publishing the current forty-second (42nd) edition of the Steam Book, as of the Distribution Date, all rights, responsibilities, duties and obligations related to the publication, distribution and sale of this edition shall be transferred to SpinCo.", "file_path": "cuad/BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC..txt"}]
Question: Consider the Sponsorship Agreement between Ford Motor Media and iVillage, Inc. for Online Promotion; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [5744, 5951], "answer": "During the Promotion Period, iVillage traffic shall be          audited by a third party traffic auditor listed on Exhibit A and          iVillage shall provide FMM with relevant reports on a biweekly basis.", "file_path": "cuad/IVILLAGEINC_03_17_1999-EX-10.16-SPONSORSHIP AGREEMENT.txt"}, {"span": [9355, 9465], "answer": "All traffic reports shall be audited by the third party traffic auditor selected pursuant to Section 2.C.(ii).", "file_path": "cuad/IVILLAGEINC_03_17_1999-EX-10.16-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between World Book, Inc. and HSW International, Inc.; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [14571, 14981], "answer": "The total amount of material World Book makes available for all Affinities shall be no less than sixteen million (16,000,000) Chinese characters. Additionally, the Affinities shall collectively contain at least sixteen thousand (16,000) Articles written in simplified Chinese characters, with an average and median number of words per Article of no less than one thousand (1,000) simplified Chinese characters.", "file_path": "cuad/RemarkHoldingsInc_20081114_10-Q_EX-10.24_2895649_EX-10.24_Content License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between Lucent Technologies Inc. and mPhase Technologies Inc.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [4329, 4563], "answer": "mPhase shall have the right to          annually renew this agreement for a period of one year upon each annual          expiration with the written consent of Lucent, which written consent          shall not be unreasonably withheld.", "file_path": "cuad/MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement.txt"}]
Question: Consider the Restated Net Investment Income Maintenance Agreement between Securian Funds Trust, Advantus Capital Management, Inc., and Securian Financial Services, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [6009, 6469], "answer": "This Agreement shall continue in effect for a period of one year from the date of its execution and from year to year thereafter provided such  continuance is specifically approved by a majority of the trustees of the Trust who (i) are not \"interested persons\" of the Trust or any other party  to this Agreement, as defined in the 1940 Act, and (ii) have no direct or indirect financial interest in the operation of this Agreement (\"Non- Interested Trustees\").", "file_path": "cuad/SECURIANFUNDSTRUST_05_01_2012-EX-99.28.H.9-NET INVESTMENT INCOME MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Media License Agreement between National Football Museum, Inc. and HOF Village Media Group, LLC; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [37288, 37547], "answer": "This Agreement will be governed in all respects by the laws of the State of Ohio (without regard to conflicts of law provisions), as such laws are applied to agreements entered into and to be performed entirely within the State of Ohio between Ohio residents.", "file_path": "cuad/GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.6_11951677_EX-10.6_License Agreement.txt"}]
Question: Consider the Intellectual Property Agreement between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [78188, 78297], "answer": "This Agreement may not be assigned by either Party, except with the prior written consent of the other Party.", "file_path": "cuad/BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC..txt"}]
Question: Consider the Intellectual Property Agreement between JingWei HengTong Technology (ShenZhen) Co., Ltd. and ShenZhen JingWei Communication Co., Ltd.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [1843, 2039], "answer": "Party A owns the sole and exclusive right of the intellectual property, including any improvement, upgrades and derived products, no matter whether such products are created by Party A or Party B.", "file_path": "cuad/JINGWEIINTERNATIONALLTD_10_04_2007-EX-10.7-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between Ford Motor Media and iVillage, Inc. for Online Promotion; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [14360, 14623], "answer": "FMM grants to iVillage, during the Initial Term of this Agreement, a royalty-free, non-exclusive, worldwide license to use, reproduce and display Ford's tradenames, trademarks, service marks and logos (collectively, the \"Marks\") in connection with this Agreement.", "file_path": "cuad/IVILLAGEINC_03_17_1999-EX-10.16-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between World Book, Inc. and HSW International, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [52314, 53269], "answer": "Except as set forth herein, the parties shall not have any right or ability to assign, transfer, or sublicense any obligations or benefit under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld, except that, upon written notice to the other party, a party (i) may assign and transfer this Agreement and its rights and obligations hereunder to any third party who succeeds to substantially all its business, stock, or assets related to this Agreement, including, without limitation, to a Competitor (as defined below) (an \"Acquisition\"); and (ii) may assign or transfer any rights to receive payments hereunder. Notwithstanding the foregoing, attached as Attachment C is a list of companies (the \"Competitors\") to whom assignment of this Agreement outside of an Acquisition may be made only with prior written consent of the other party, which the other party may withhold at its sole discretion.", "file_path": "cuad/RemarkHoldingsInc_20081114_10-Q_EX-10.24_2895649_EX-10.24_Content License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between Lucent Technologies Inc. and mPhase Technologies Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [4213, 4327], "answer": "The Term of this Agreement will commence on the date above, and shall          continue for a term of one (1) year", "file_path": "cuad/MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement.txt"}]
Question: Consider the Media License Agreement between National Football Museum, Inc. and HOF Village Media Group, LLC; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [24053, 24297], "answer": "Thereafter, the agreement shall automatically renew for successive five (5)-year terms, unless either Party gives written notice to the other Party of intent not to renew at least six (6) months prior to the expiration of the then-current Term.", "file_path": "cuad/GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.6_11951677_EX-10.6_License Agreement.txt"}]
Question: Consider the Completion and Liquidity Maintenance Agreement between Prime Energy Corporation, Guaranty Bank, and Prime Offshore L.L.C.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [4395, 4645], "answer": "This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas  and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.", "file_path": "cuad/PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Intellectual Property Agreement between JingWei HengTong Technology (ShenZhen) Co., Ltd. and ShenZhen JingWei Communication Co., Ltd.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [11926, 12086], "answer": "This Agreement and all the rights and obligations of Party B hereunder shall not be assigned, pledged, sublicensed without the prior written consent of Party A.", "file_path": "cuad/JINGWEIINTERNATIONALLTD_10_04_2007-EX-10.7-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Intellectual Property Agreement between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [24969, 25312], "answer": "The foregoing right of first refusal shall cease in the event of a Change of Control of either RemainCo or SpinCo, provided, however, that the Parties will discuss the feasibility of future collaboration, specifically related to the contribution of nuclear related subject matter by RemainCo, in good faith in the event of a Change of Control.", "file_path": "cuad/BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC..txt"}, {"span": [30886, 31184], "answer": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "file_path": "cuad/BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC..txt"}]
Question: Consider the Sponsorship Agreement between Ford Motor Media and iVillage, Inc. for Online Promotion; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [12174, 12505], "answer": "Upon execution and delivery of this Agreement, iVillage assigns to FMC all right, title and interest in and to the content, design and intellectual property, rights created specifically for and unique to the Bridge Site, advertising units, and other promotional elements set forth in this Agreement (collectively, the \"Materials\").", "file_path": "cuad/IVILLAGEINC_03_17_1999-EX-10.16-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between World Book, Inc. and HSW International, Inc.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [19525, 19812], "answer": "At the end of such [*] ([*]) year period, HSWI shall have the right to renew the Agreement under materially the same terms or shall have an option to purchase the Translated Content outright to the extent rights permit and to the extent the parties mutually agree to terms for such sale.", "file_path": "cuad/RemarkHoldingsInc_20081114_10-Q_EX-10.24_2895649_EX-10.24_Content License Agreement.txt"}, {"span": [20722, 21056], "answer": "Additionally commencing on the Effective Date and continuing for eighteen (18) months, World Book shall offer HSWI a right of first refusal to create any paid-subscription Chinese language websites, which do not exist as of the date hereof, using the Content on equal or better terms as agreed to between World Book and a third party.", "file_path": "cuad/RemarkHoldingsInc_20081114_10-Q_EX-10.24_2895649_EX-10.24_Content License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between At Home Corporation (Excite@Home) and e-centives, Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [70025, 70627], "answer": "Except as provided by Sections 19(a)(iii)(2), (a)(iii)(3), (b)(iii)(2) and      (b)(iii)(3):\n\n  a)   Neither party will have liability for any damages other than direct           damages. In no event will either party be liable to the other for any           special, incidental or consequential damages, whether based on breach           of contract, tort (including negligence) or otherwise, whether or not           that party has been advised of the possibility of such damage.\n\n  b)   Either party's liability for damages shall be limited to the amounts           actually paid by the other party.", "file_path": "cuad/InvendaCorp_20000828_S-1A_EX-10.2_2588206_EX-10.2_Co-Branding Agreement.txt"}]
Question: Consider the Media License Agreement between National Football Museum, Inc. and HOF Village Media Group, LLC; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [24053, 24553], "answer": "Thereafter, the agreement shall automatically renew for successive five (5)-year terms, unless either Party gives written notice to the other Party of intent not to renew at least six (6) months prior to the expiration of the then-current Term. If either party elects not to renew the Agreement and the other party wishes to continue the Agreement, the Parties shall attempt in good faith to negotiate an amendment to the Agreement to renew the Term on such terms as may be negotiated by the Parties.", "file_path": "cuad/GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.6_11951677_EX-10.6_License Agreement.txt"}]
Question: Consider the Support and Maintenance Agreement between On2 Technologies, Inc. and Wildform, Inc.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [22240, 22686], "answer": "The Incorporated Technology Works shall be the sole property of On2, and all right, title and interest therein shall vest solely in On2 and shall be deemed to be a work made for hire. To the extent that title to any of the Incorporated Technology Works may not, by operation of law, vest in On2 or such works may not be considered works made for hire, Wildform hereby irrevocably assigns to On2 all rights, title and interest in and to such works", "file_path": "cuad/ON2TECHNOLOGIES,INC_11_17_2006-EX-10.3-SUPPORT AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Intellectual Property Agreement between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [24473, 25312], "answer": "SpinCo shall have the sole right to determine the content contained in future editions of the Steam Book, provided, however, that SpinCo will provide RemainCo with a right of first refusal to collaborate with SpinCo to provide content related to nuclear subject matter in the forty-third (43rd) edition of the Steam Book, with allocation of costs and revenues and any attribution and Copyright ownership with respect to RemainCo contributed content to be negotiated in good faith by the Parties. The foregoing right of first refusal shall cease in the event of a Change of Control of either RemainCo or SpinCo, provided, however, that the Parties will discuss the feasibility of future collaboration, specifically related to the contribution of nuclear related subject matter by RemainCo, in good faith in the event of a Change of Control.", "file_path": "cuad/BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC..txt"}]
Question: Consider the Intellectual Property Agreement between JingWei HengTong Technology (ShenZhen) Co., Ltd. and ShenZhen JingWei Communication Co., Ltd.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [7957, 8106], "answer": "During the term of this Agreement, Party A may terminate this Agreement at any time with a written notice to Party B 30 days before such termination.", "file_path": "cuad/JINGWEIINTERNATIONALLTD_10_04_2007-EX-10.7-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Content License Agreement between World Book, Inc. and HSW International, Inc.; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [16328, 16848], "answer": "The term of the license for the Content delivered to HSWI as part of the Affinities, and the Affinities themselves, shall be perpetual, Exclusive, and irrevocable. World Book shall have no right to allow any party other than HSWI, including World Book, to publish, distribute, duplicate, or otherwise use the Reference Content that comprises the Affinities on the Open Free Web for purposes of creating any materials that are the same or similar to the Affinities and published online or in any other free digital media.", "file_path": "cuad/RemarkHoldingsInc_20081114_10-Q_EX-10.24_2895649_EX-10.24_Content License Agreement.txt"}, {"span": [17270, 17414], "answer": "World Book shall not license to any third parties or otherwise use the Content as Affinities in any digital form during the term of the license.", "file_path": "cuad/RemarkHoldingsInc_20081114_10-Q_EX-10.24_2895649_EX-10.24_Content License Agreement.txt"}, {"span": [19423, 19524], "answer": "In addition, such license for Translated Content shall be Exclusive for Display on the Open Free Web.", "file_path": "cuad/RemarkHoldingsInc_20081114_10-Q_EX-10.24_2895649_EX-10.24_Content License Agreement.txt"}, {"span": [20136, 20413], "answer": "Commencing on the Effective Date and continuing for eighteen (18) months, World Book shall work exclusively with HSWI to publish Chinese language Content for the Open Free Web and shall not itself, directly or indirectly, publish Chinese language Content for the Open Free Web.", "file_path": "cuad/RemarkHoldingsInc_20081114_10-Q_EX-10.24_2895649_EX-10.24_Content License Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Ford Motor Media and iVillage, Inc. for Online Promotion; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [21837, 22047], "answer": "Neither Party shall sell, transfer or assign this Agreement or the rights or obligations hereunder, without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.", "file_path": "cuad/IVILLAGEINC_03_17_1999-EX-10.16-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between At Home Corporation (Excite@Home) and e-centives, Inc.; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [70025, 70627], "answer": "Except as provided by Sections 19(a)(iii)(2), (a)(iii)(3), (b)(iii)(2) and      (b)(iii)(3):\n\n  a)   Neither party will have liability for any damages other than direct           damages. In no event will either party be liable to the other for any           special, incidental or consequential damages, whether based on breach           of contract, tort (including negligence) or otherwise, whether or not           that party has been advised of the possibility of such damage.\n\n  b)   Either party's liability for damages shall be limited to the amounts           actually paid by the other party.", "file_path": "cuad/InvendaCorp_20000828_S-1A_EX-10.2_2588206_EX-10.2_Co-Branding Agreement.txt"}]