orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and World Energy Solutions; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [15934, 16134], "answer": "AVDU will not seek to acquire any technologies presented to AVDU by UTK directly from the technology developer for a period of 24 months following the termination of this Strategic Alliance agreement.", "file_path": "cuad/ORBSATCORP_08_17_2007-EX-7.3-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [16746, 17071], "answer": "Should AVDU decide not to proceed in the acquisition of the technology/company as described above, then AVDU shall be prohibited from acquiring the technology/company either directly or indirectly, from the technology/company developer for a period of 24 months following the termination of this Strategic Alliance Agreement.", "file_path": "cuad/ORBSATCORP_08_17_2007-EX-7.3-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Transportation Services Agreement between Marathon Petroleum Company LP and Marathon Pipe Line LLC; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [46058, 46264], "answer": "This Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio, without recourse to any principles of law governing conflicts of law, which might otherwise be applicable.", "file_path": "cuad/MPLXLP_06_17_2015-EX-10.1-TRANSPORTATION SERVICES AGREEMENT.txt"}]
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [76658, 76878], "answer": "The term of this Agreement will commence upon the Effective Date and will continue until the fifth (5th) anniversary of the Effective Date, unless earlier terminated or extended under this Article 8 (the \"Initial Term\").", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [2048, 2674], "answer": "AIRSOPURE grants to You, and You accept from AIRSOPURE, the right and license to operate an AIRSOPURE Center (or the \"Franchise\") for the sale or lease of AIRSOPURE's exclusive line of Products or at a location in the Exclusive Territory to be approved in writing by AIRSOPURE and listed in attached Exhibit A (the \"Exclusive Territory and Center Location\"), to purchase Products from AIRSOPURE or its affiliates for resale at the Center to customers in the Exclusive Territory, and to use the Licensed Marks only in connection with the operation of the Franchise in accordance with the terms and conditions of this Agreement.", "file_path": "cuad/AIRTECHINTERNATIONALGROUPINC_05_08_2000-EX-10.4-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between BW-3 Franchise Systems, Inc. and Franchisee for Buffalo Wild Wings; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [35427, 35753], "answer": "You will contribute to the Buffalo Wild Wings Advertising and Development Fund (\"Fund\") (which may be one of several regional Funds, if we elect to establish separate Funds to serve various regions in which multiple franchisees are located) an amount equal to three percent (3%) of your Gross Sales, as defined in Paragraph X.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}, {"span": [44357, 44688], "answer": "You will pay us without offset, credit or deduction of any nature, so long as this Agreement is in effect, a monthly Continuing Fee equal to five percent (5%) of the Gross Sales derived from the Franchised Restaurant.  The Continuing Fee will be paid monthly in the manner specified below or as otherwise prescribed in the Manuals.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [104341, 106480], "answer": "Notwithstanding the provisions of Section 5.8, if, during the Term, (a) Harpoon or any of its Affiliates acquires, as the result of an Acquisition, rights to a Competing Product, such Acquisition, and the development, manufacture or commercialization of such Competing Product thereafter, shall not constitute a breach of Section 5.8 if Harpoon or such Affiliate, as applicable, [***]; or (b) Harpoon undergoes a Change in Control and the relevant acquirer is either then commercializing a Competing Product, or has in development any Competing Product, such Change in Control, and the commercialization (or development and subsequent commercialization, if such Competing Product receives Regulatory Approval) of such Competing Product by such relevant acquirer or any of its Affiliates, shall not constitute a breach of Section 5.8; provided that such (x) acquirer Segregates the Competing Product and (y) AbbVie shall have the right, in its sole and absolute discretion, by written notice delivered to Harpoon (or its successor) at any time during the [***] following the written notice contemplated by Section 13.2.1, to (i) terminate any or all provisions of this Agreement providing for any delivery by AbbVie to Harpoon of Confidential Information of AbbVie relating to activities contemplated by this Agreement, save only for (A) Article 6, (B) information regarding sublicenses pursuant to Section 5.3, (C) information regarding the prosecution, enforcement, defense, litigation, infringement and licensing of Patents pursuant to (1) Sections 7.2.1, 7.2.3, 7.3.1, 7.3.5, 7.4, and 7.5.2, (2) solely with respect to Joint Patents, Sections 7.2.2, 7.3.2, and 7.5.3, and (3) solely with respect to Joint Patents and Harpoon Patents, Sections 7.3.4 and 7.5.1, (D) notice of any license pursuant to Section 5.9.2, (E) safety data pursuant to Section 8.1, (F) proposed disclosures pursuant to Section 9.5, (G) communications under Section 11.4 and (H) notices pursuant to Sections 11.3 and 13.1; and (ii) disband the JGC and terminate its activities, in which case the provisions set forth in the last sentence of Section 2.3 shall apply.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}, {"span": [229512, 229702], "answer": "Harpoon (or its successor) shall provide AbbVie with written notice of any Change in Control of Harpoon or Acquisition by Harpoon within [***] following the closing date of such transaction.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}]
Question: Consider the Development Agreement between Howmedica Osteonics Corp. (Stryker) and Conformis, Inc. for Patient-Specific Instrumentation; Does this contract provide for joint intellectual property ownership?
Relevant contract clauses:
[{"span": [21791, 23305], "answer": "All right, title and interest in and to the Improved Conformis Background IP and KIB Product IP (\"Joint IP\") shall be   owned jointly by the Parties. Subject to the limitations set forth in this Agreement, the Joint IP may be used freely by either Party or   its Affiliates and licensed to Third Parties by Conformis and its Affiliates, on the one hand, outside of the Buyer Field or by Stryker   and its Affiliates, on the other hand, within the Buyer Field, in each case, without the consent of, or duty to account to or notify, the   other Party, but, except with respect to external licenses of the Improved Conformis Background IP by Conformis or its Affiliates   to Third Parties, any external Third Party license shall be governed in accordance with the last sentence of Section 4.3(c) of the   APA. Each Party to whom ownership is to vest in Joint IP by operation of law or by assignment by its employees or Agents agrees   to assign and hereby assigns to the other Party an undivided one-half right, title and interest in and to all Joint IP; and to facilitate   such assignment, the Party possessing such ownership agrees (i) to regularly ensure that its employees and consultants timely make   any appropriate assignments to it; and (ii) at the other Party's reasonable request, to execute and have its employees and   consultants execute, as necessary, all assignments and any other documentation to perfect the undivided one-half right, title and   interest in and to the other Party of such Joint IP.", "file_path": "cuad/ConformisInc_20191101_10-Q_EX-10.6_11861402_EX-10.6_Development Agreement.txt"}]
Question: Consider the Supply Agreement between SutroVax, Inc. and Sutro Biopharma, Inc. for Extracts and Custom Reagents; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [79068, 79463], "answer": "Each Party shall procure and maintain insurance, including clinical trials and product liability insurance, adequate to cover its obligations hereunder and consistent with normal business practices of prudent companies similarly situated at all times during which any Product or Vaccine Compositions is being clinically tested in human subjects or commercially distributed or sold by such Party.", "file_path": "cuad/VAXCYTE,INC_05_22_2020-EX-10.19-SUPPLY AGREEMENT.txt"}, {"span": [79766, 80006], "answer": "Each Party shall provide the other with written evidence of such insurance upon request. Each Party shall provide the other with written notice at least [***] days prior to the cancellation, non renewal or material change in such insurance.", "file_path": "cuad/VAXCYTE,INC_05_22_2020-EX-10.19-SUPPLY AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [34404, 34606], "answer": "Any purported assignment or transfer, by operation of law or otherwise, not having the prior written consent of AIRSOPURE shall be null and void and shall constitute a material breach of this Agreement.", "file_path": "cuad/AIRTECHINTERNATIONALGROUPINC_05_08_2000-EX-10.4-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and Manakoa Services Corporation; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [4094, 4294], "answer": "In consideration for providing these Services, MKOS shall pay UTEK $120,000 in the form of unregistered shares of common stock (923,077 shares) upon the execution of this Strategic Alliance Agreement.", "file_path": "cuad/MANAKOASERVICESCORP_11_21_2007-EX-7.5-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Transportation Services Agreement between Marathon Petroleum Company LP and Marathon Pipe Line LLC; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [12647, 12977], "answer": "This Agreement will automatically renew for up to two (2) renewal terms of five (5) years each (each, an \"Extension Period\") unless either Party provides the other Party with written notice of its intent to terminate this Agreement at least six (6) months prior to the end of the Initial Term or the then current Extension Period.", "file_path": "cuad/MPLXLP_06_17_2015-EX-10.1-TRANSPORTATION SERVICES AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between BW-3 Franchise Systems, Inc. and Franchisee for Buffalo Wild Wings; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [99620, 99715], "answer": "This Agreement, and your rights and obligations under it, are and shall remain personal to you.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}, {"span": [100166, 100298], "answer": "You (and your shareholders, partners and members) will not directly or indirectly make a Transfer without our prior written consent.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}, {"span": [141289, 141510], "answer": "This guaranty is personal to you and the obligations and duties imposed in it may not be delegated or assigned; provided, this guaranty shall be binding upon your successors, assigns, estates and personal representatives.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}, {"span": [142156, 142253], "answer": "The Agreements, and your rights and obligations under them, are and shall remain personal to you.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Development Agreement between Howmedica Osteonics Corp. (Stryker) and Conformis, Inc. for Patient-Specific Instrumentation; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [31349, 31969], "answer": "Notwithstanding the foregoing, in the event that the applicable Party decides not to file at all or not to file a continuing or other   application to maintain the viability of the U.S part of a family of patents to which an application belongs, or decides to abandon or   discontinue the prosecution or maintenance of any of the Joint IP Rights, such Party shall notify the other Party thereof, and such   other Party may elect to continue the prosecution (including non-provisional application and PCT entry) or maintenance of such   Joint IP Rights at its sole expense and in the name(s) of both Stryker and Conformis", "file_path": "cuad/ConformisInc_20191101_10-Q_EX-10.6_11861402_EX-10.6_Development Agreement.txt"}]
Question: Consider the Transition Services Agreement between Reynolds Group Holdings Inc. and Reynolds Consumer Products Inc.; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [49136, 49541], "answer": "Each Party grants, and shall cause its Affiliates to grant, to the other Party and its Affiliates, a royalty-free, non-exclusive, non- transferable, worldwide license, during the Term, to use the intellectual property owned by such Party or its Affiliates (but excluding any trademarks) only to the extent necessary for the other Party and its Affiliates to provide or receive the Services, as applicable.", "file_path": "cuad/ReynoldsConsumerProductsInc_20200121_S-1A_EX-10.22_11948918_EX-10.22_Service Agreement.txt"}]
Question: Consider the Supply Agreement between SutroVax, Inc. and Sutro Biopharma, Inc. for Extracts and Custom Reagents; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [19836, 20908], "answer": "For any failure to supply compliant Product(s) in the later of the Delivery Time Period and the period ending [***] after the delivery date specified under the Work Order, without limiting SutroVax's other remedies, subject to this Section 2.9.2 and Section 9.3 (Limitation of Liability), Sutro shall be liable for any non-cancelable Third Party penalties, costs and expenses incurred by SutroVax as a result of Sutro's failure to supply Product(s) as aforesaid, subject to receipt by Sutro of appropriate documentary evidence of such penalties, costs and expenses to the extent such evidence of such amounts may be provided by SutroVax without breaching SutroVax's or its Affiliates' duties of confidentiality to such Third Party (and provided that SutroVax shall use commercially reasonable efforts to (i) minimize or eliminate such penalties, costs and expenses and (ii) where provision of such evidence to Sutro would result in a breach of such duties of confidentiality, to obtain the consent of the applicable Third Party to the provision of such evidence to Sutro).", "file_path": "cuad/VAXCYTE,INC_05_22_2020-EX-10.19-SUPPLY AGREEMENT.txt"}, {"span": [80037, 80790], "answer": "EXCEPT (I) WITH RESPECT TO ANY BREACH OF ARTICLE 8 (CONFIDENTIALITY), (II) FOR THIRD PARTY PENALTIES, COSTS AND EXPENSES AS SET FORTH IN SECTION 2.9, OR (III) FOR [***], TO THE MAXIMUM EXTENT PERMITTED BY LAW, (A) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF; AND (B) EACH PARTY'S TOTAL LIABILITY TO THE OTHER PARTY UNDER THIS SUPPLY AGREEMENT SHALL NOT EXCEED [***]. SUTRO'S LIABITY TO SUTROVAX FOR THIRD PARTY PENALTIES, COSTS AND EXPENSES UNDER SECTION 2.9 SHALL NOT EXCEED [***].", "file_path": "cuad/VAXCYTE,INC_05_22_2020-EX-10.19-SUPPLY AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [36907, 37162], "answer": "AIRSOPURE shall have the option, within 15 days after receipt of such written notice, to notify You that AIRSOPURE elects to purchase the rights and license granted herein or stock ownership on the same terms and conditions as the bona fide written offer.", "file_path": "cuad/AIRTECHINTERNATIONALGROUPINC_05_08_2000-EX-10.4-FRANCHISE AGREEMENT.txt"}, {"span": [37327, 38164], "answer": "If AIRSOPURE fails to notify You of its election to exercise its right of first refusal granted herein within the thirty day period, then You may sell the franchise rights and license or the stock for the amount of the bona fide offer, subject to AIRSOPURE's rights under Section 12.02 above. Any material change in the terms or conditions of any offer prior to closing shall constitute a new offer subject to AIRSOPURE's right of first refusal described herein. If You fail to consummate the transaction within 30 days from the earlier of: (a) receipt of notice from AIRSOPURE that it elects not to exercise its right of first refusal, or (b) expiration of the 15 day period referred to herein, then You must resubmit the proposed transaction to AIRSOPURE, and AIRSOPURE shall have a new 15 day review period and right of first refusal.", "file_path": "cuad/AIRTECHINTERNATIONALGROUPINC_05_08_2000-EX-10.4-FRANCHISE AGREEMENT.txt"}, {"span": [48730, 49061], "answer": "AIRSOPURE shall have the right, but not the duty, to be exercised by notice of intent to do so within 30 days after termination or expiration, to purchase any or all signs, advertising materials, supplies and inventory and any other items bearing AIRSOPURE's Licensed Marks, at Your cost or at fair market value, whichever is less.", "file_path": "cuad/AIRTECHINTERNATIONALGROUPINC_05_08_2000-EX-10.4-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and Manakoa Services Corporation; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [11452, 11934], "answer": "The benefits of the Agreement shall inure to the respective successors and assignees of the parties and assigns and representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns; provided that the rights and obligations of UTEK under this Agreement may not be assigned or delegated without the prior written consent of MKOS and any such purported assignment shall be null and void.", "file_path": "cuad/MANAKOASERVICESCORP_11_21_2007-EX-7.5-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Transportation Services Agreement between Marathon Petroleum Company LP and Marathon Pipe Line LLC; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [12647, 12977], "answer": "This Agreement will automatically renew for up to two (2) renewal terms of five (5) years each (each, an \"Extension Period\") unless either Party provides the other Party with written notice of its intent to terminate this Agreement at least six (6) months prior to the end of the Initial Term or the then current Extension Period.", "file_path": "cuad/MPLXLP_06_17_2015-EX-10.1-TRANSPORTATION SERVICES AGREEMENT.txt"}]
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [213706, 213915], "answer": "AbbVie may terminate this Agreement in its entirety, or on a country or other jurisdiction -by-country or other jurisdiction basis, for any or no reason, upon ninety (90) days' prior written notice to Harpoon.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}]
Question: Consider the Transition Services Agreement between Reynolds Group Holdings Inc. and Reynolds Consumer Products Inc.; Does the licensor's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [49136, 49541], "answer": "Each Party grants, and shall cause its Affiliates to grant, to the other Party and its Affiliates, a royalty-free, non-exclusive, non- transferable, worldwide license, during the Term, to use the intellectual property owned by such Party or its Affiliates (but excluding any trademarks) only to the extent necessary for the other Party and its Affiliates to provide or receive the Services, as applicable.", "file_path": "cuad/ReynoldsConsumerProductsInc_20200121_S-1A_EX-10.22_11948918_EX-10.22_Service Agreement.txt"}]
Question: Consider the Development Agreement between Howmedica Osteonics Corp. (Stryker) and Conformis, Inc. for Patient-Specific Instrumentation; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [19522, 20212], "answer": "Except as specifically provided in the Distribution Agreement, Conformis shall be prohibited from   developing or assisting another in developing, or causing another to develop, Patient-Specific Instrumentation for Off-The-Shelf   Knee Implants for any Third Party in the field of orthopedics until January 1, 2032 (or earlier, to the extent set forth in Section   2.3.3.4 or Section 2.3.5 of the Distribution Agreement), with the exception that Conformis (including any entity involved in a   Change of Control of Conformis, any such entity an \"Acquirer\"), may develop Patient-Specific Instrumentation for any Off-The-   Shelf Implants of Conformis, an Acquirer or any of their Affiliates.", "file_path": "cuad/ConformisInc_20191101_10-Q_EX-10.6_11861402_EX-10.6_Development Agreement.txt"}]
Question: Consider the Supply Agreement between SutroVax, Inc. and Sutro Biopharma, Inc. for Extracts and Custom Reagents; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [80037, 80674], "answer": "EXCEPT (I) WITH RESPECT TO ANY BREACH OF ARTICLE 8 (CONFIDENTIALITY), (II) FOR THIRD PARTY PENALTIES, COSTS AND EXPENSES AS SET FORTH IN SECTION 2.9, OR (III) FOR [***], TO THE MAXIMUM EXTENT PERMITTED BY LAW, (A) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF; AND (B) EACH PARTY'S TOTAL LIABILITY TO THE OTHER PARTY UNDER THIS SUPPLY AGREEMENT SHALL NOT EXCEED [***].", "file_path": "cuad/VAXCYTE,INC_05_22_2020-EX-10.19-SUPPLY AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between BW-3 Franchise Systems, Inc. and Franchisee for Buffalo Wild Wings; Is there a clause preventing the solicitation of customers in this contract?
Relevant contract clauses:
[{"span": [80563, 81133], "answer": "You covenant that during the term of this Agreement, except as otherwise approved in writing by us, you will not, either directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation or company:\n\n            1.    Divert or attempt to divert any business or customer of the Franchised Restaurant to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Marks or the System.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and Manakoa Services Corporation; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [1342, 1547], "answer": "MKOS will have 30-days from receipt of information to determine if they wish to go forward with the technology license. UTEK, after 30 days, shall have the right to present the technology to other clients.", "file_path": "cuad/MANAKOASERVICESCORP_11_21_2007-EX-7.5-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; Is there a clause preventing the solicitation of customers in this contract?
Relevant contract clauses:
[{"span": [3419, 3679], "answer": "Other AIRSOPURE franchisees will not be permitted to solicit customers for Products by advertising in Your Exclusive Territory. Likewise, You may not target or solicit customers for Products by advertising in other Franchisees respective Exclusive Territories.", "file_path": "cuad/AIRTECHINTERNATIONALGROUPINC_05_08_2000-EX-10.4-FRANCHISE AGREEMENT.txt"}, {"span": [49979, 50528], "answer": "You covenant and agree that during the term of this Agreement, and subject to the post-termination provisions contained herein, You shall not, except as otherwise approved in writing by AIRSOPURE, either directly or indirectly:\n\nA. Divert or attempt to divert any business or customer of the Franchise to any competitor, or competing business, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to AIRSOPURE or the goodwill associated with the Licensed Marks and Products.", "file_path": "cuad/AIRTECHINTERNATIONALGROUPINC_05_08_2000-EX-10.4-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Transportation Services Agreement between Marathon Petroleum Company LP and Marathon Pipe Line LLC; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [11876, 12035], "answer": "The Agreement shall continue through the project's in-service date and for a period of fifteen (15) years after the project's in-service date (\"Initial Term\").", "file_path": "cuad/MPLXLP_06_17_2015-EX-10.1-TRANSPORTATION SERVICES AGREEMENT.txt"}]
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [69281, 69456], "answer": "Upon the Effective Date, Harpoon hereby grants to AbbVie the exclusive right, but not the obligation, to obtain the licenses set forth in Section 5.1.3 (the \"License Option\").", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}, {"span": [96452, 97037], "answer": "Effective upon the date that AbbVie commences performing Initial Development Activities pursuant to Section 3.1.2, Harpoon (on behalf of itself and its Affiliates) shall grant and hereby grants AbbVie a co- exclusive (with Harpoon), royalty-free license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, solely to the extent necessary for AbbVie to conduct Initial Development Activities assumed by AbbVie in accordance with Section 3.1.2 (if any).", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}, {"span": [97045, 97530], "answer": "Upon the [***], Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie a co-exclusive (with Harpoon), royalty-free (subject to [***] [***]) license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know- How, to Develop and Manufacture the Licensed Compounds and Licensed Products solely to the extent necessary for AbbVie to perform [***].", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}, {"span": [97757, 98804], "answer": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:\n\n(a) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license (or sublicense), with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory;\n\n(b) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.3, under the Regulatory Approvals and any other Regulatory Documentation that Harpoon or its Affiliates may Control with respect to the Licensed Compounds or Licensed Products solely for purposes of Exploiting the Licensed Compounds and Licensed Products in the Field in the Territory.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}]
Question: Consider the Transition Services Agreement between Reynolds Group Holdings Inc. and Reynolds Consumer Products Inc.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [49136, 49541], "answer": "Each Party grants, and shall cause its Affiliates to grant, to the other Party and its Affiliates, a royalty-free, non-exclusive, non- transferable, worldwide license, during the Term, to use the intellectual property owned by such Party or its Affiliates (but excluding any trademarks) only to the extent necessary for the other Party and its Affiliates to provide or receive the Services, as applicable.", "file_path": "cuad/ReynoldsConsumerProductsInc_20200121_S-1A_EX-10.22_11948918_EX-10.22_Service Agreement.txt"}]
Question: Consider the Development Agreement between Howmedica Osteonics Corp. (Stryker) and Conformis, Inc. for Patient-Specific Instrumentation; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [19522, 20563], "answer": "Except as specifically provided in the Distribution Agreement, Conformis shall be prohibited from   developing or assisting another in developing, or causing another to develop, Patient-Specific Instrumentation for Off-The-Shelf   Knee Implants for any Third Party in the field of orthopedics until January 1, 2032 (or earlier, to the extent set forth in Section   2.3.3.4 or Section 2.3.5 of the Distribution Agreement), with the exception that Conformis (including any entity involved in a   Change of Control of Conformis, any such entity an \"Acquirer\"), may develop Patient-Specific Instrumentation for any Off-The-   Shelf Implants of Conformis, an Acquirer or any of their Affiliates. For purposes of clarity, the foregoing does not prevent   Conformis from granting any license, release, covenant not to sue or other immunity to any third party under any Patents, including   any such immunity that would authorize manufacture, use or sale of Patient-Specific Instrumentation for Off-The-Shelf Knee   Implants outside the Buyer Field.", "file_path": "cuad/ConformisInc_20191101_10-Q_EX-10.6_11861402_EX-10.6_Development Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and Manakoa Services Corporation; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [5872, 5954], "answer": "Either party may terminate this Agreement at any time with 30 days written notice.", "file_path": "cuad/MANAKOASERVICESCORP_11_21_2007-EX-7.5-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [103821, 104333], "answer": "Harpoon shall not, and shall cause its Affiliates not to (a) directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, or (b) license, authorize, appoint, or otherwise enable any Third Party to directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, except, in each case ((a) and (b)), as otherwise expressly provided in this Agreement.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}]
Question: Consider the Marketing and Transportation Services Agreement between Purolator Courier Ltd. and Parcelway Courier Systems Canada Ltd. (Dynamex Inc.); What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [19106, 20201], "answer": "Each Party shall purchase and maintain, at its own expense, the        following insurance coverages:\n\n    (a)     cargo liability insurance, subject to a combined single limit of                not less than One Hundred Thousand dollars ($100,000.00)                inclusive per occurrence. The other Party shall be named as an                additional insured and the policy shall contain a cross                liability clause;\n\n    (b)     automobile, non-owned automobile, fleet, comprehensive general,                public and property liability insurance with a limit of not less                than Two Million dollars ($2,000,000.00) inclusive of bodily                injury and property damage for any one occurrence arising out of                one (1) cause. The policy shall cover all non-air operations,                non-owned automobile, contractual liability and liability                specifically assumed under this Agreement. The other party shall                be named as an additional insured and the policy shall contain a                cross liability clause;", "file_path": "cuad/DYNAMEXINC_06_06_1996-EX-10.4-TRANSPORTATION SERVICES AGREEMENT.txt"}, {"span": [20210, 20643], "answer": "Each Party shall deliver to the other, prior to commencing to provide        the Services and thereafter, annually, a certificate or certificates of        insurance evidencing that the required insurance coverages as        provided for in paragraph 9.1 are in effect and that each Party shall be        given thirty (30) days prior written notice of cancellation or         expiry of or material change to such insurance coverages.", "file_path": "cuad/DYNAMEXINC_06_06_1996-EX-10.4-TRANSPORTATION SERVICES AGREEMENT.txt"}, {"span": [20883, 21314], "answer": "Each Party shall maintain the insurance coverages provided for in        paragraph 9.1 hereof, in full force and effect during the term of        this Agreement and covenants that nothing shall be done whereby any        policy will be cancelled and shall pay all renewal premiums thereon on or        before the due date and shall forthwith furnish the other Party with        copies of certificates of insurance of such renewals.", "file_path": "cuad/DYNAMEXINC_06_06_1996-EX-10.4-TRANSPORTATION SERVICES AGREEMENT.txt"}, {"span": [21856, 22071], "answer": "Each Party shall ensure that any subcontractor or other party with whom        it contracts in providing the Services shall carry adequate        insurance coverage, but not less than that provided in paragraph 9.1.", "file_path": "cuad/DYNAMEXINC_06_06_1996-EX-10.4-TRANSPORTATION SERVICES AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [52092, 52422], "answer": "AIRSOPURE covenants and agrees that the restrictions set forth above in Paragraphs 16.02.C and 16.03 shall not apply to ownership by You of less than a 5% beneficial interest in the outstanding equity securities of any publicly traded corporation, provided that You are not an employee, consultant or director of such corporation.", "file_path": "cuad/AIRTECHINTERNATIONALGROUPINC_05_08_2000-EX-10.4-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between BW-3 Franchise Systems, Inc. and Franchisee for Buffalo Wild Wings; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [6849, 7068], "answer": "You receive a Designated Area within which we and our affiliates shall not operate or grant to anyone else a franchise to operate a Buffalo Wild Wings or bw-3 Restaurant so long as this Agreement is in force and effect.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}, {"span": [63405, 64078], "answer": "If you propose to offer for sale at the Franchised Restaurant any brand of product, or to use in the operation of the Franchised Restaurant any brand of food ingredient or other material or supply which is not then approved by us as meeting its minimum specifications and quality standards, or to purchase any product from a supplier that is not then designated by us as an approved supplier, you must first notify us and shall upon our request submit samples and such other information as we require for examination and/or testing or to otherwise determine whether such product, material or supply, or such proposed supplier meets its specifications and quality standards.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Transition Services Agreement between Reynolds Group Holdings Inc. and Reynolds Consumer Products Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [63790, 64641], "answer": "No Party may assign this Agreement, or any of its rights or obligations under this Agreement (whether by operation of Law or otherwise), without the prior written consent of the other Party; provided, that notwithstanding the foregoing, any Party may assign any or all of its rights or obligations under this Agreement without the consent of the other Party to: (a) its Affiliates, (b) a purchaser of: (i) one or more of its Affiliates that is a Provider or Recipient under this Agreement; (ii) all or substantially all of the business or assets of one or more of its Affiliates that is a Provider or Recipient under this Agreement; or (iii) all or substantially all of such Party's business or assets, or (c) its financing sources solely for collateral purposes, in each case so long as the assignee agrees to be bound by the terms of this Agreement.", "file_path": "cuad/ReynoldsConsumerProductsInc_20200121_S-1A_EX-10.22_11948918_EX-10.22_Service Agreement.txt"}, {"span": [64791, 64941], "answer": "Any attempted assignment of this Agreement, or the rights or obligations herein, not in accordance with the terms of this Section 10.10 shall be void.", "file_path": "cuad/ReynoldsConsumerProductsInc_20200121_S-1A_EX-10.22_11948918_EX-10.22_Service Agreement.txt"}]
Question: Consider the Supply Agreement between SutroVax, Inc. and Sutro Biopharma, Inc. for Extracts and Custom Reagents; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [82106, 83670], "answer": "Upon the expiration of the Term or termination of this Supply Agreement, in its entirety or with respect to one or more Products, this Supply Agreement shall, except as otherwise provided in this Section 10.3 or Section 10.5, be of no further force or effect; provided, however, that (a) in the event this Supply Agreement is terminated by SutroVax pursuant to Section 10.2.3 and there are outstanding Work Orders or other purchase orders accepted by Sutro that would not be fulfilled as a result of such termination, SutroVax shall reimburse Sutro for all supplies and materials purchased by Sutro and time incurred by Sutro personnel (to the extent incurred solely for manufacture of Product for SutroVax) for the manufacture, or preparation for the manufacture, of Products for any Work Orders placed by SutroVax and any other purchase orders accepted by Sutro prior to such expiration or termination, in each case to the extent Sutro cannot otherwise reasonably mitigate such the costs and expenses of such supplies, materials and time (e.g., by use of resulting supplies, materials and work-in-progress Product for other purposes); provided that to the extent SutroVax pays for any supplies or materials, upon SutroVax's request Sutro shall promptly transfer and deliver such supplies and materials to SutroVax; and (b) if this Supply Agreement is terminated with respect to one or more Products, but not all Products, then this Supply Agreement shall continue in full force and effect with respect to the applicable Product(s) for which it is not terminated.", "file_path": "cuad/VAXCYTE,INC_05_22_2020-EX-10.19-SUPPLY AGREEMENT.txt"}]
Question: Consider the Development Agreement between Howmedica Osteonics Corp. (Stryker) and Conformis, Inc. for Patient-Specific Instrumentation; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [57013, 57168], "answer": "This Agreement shall be governed and construed in accordance with the laws of New York State   (without regard to the conflict of laws provisions thereof).", "file_path": "cuad/ConformisInc_20191101_10-Q_EX-10.6_11861402_EX-10.6_Development Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and Manakoa Services Corporation; Is there a clause preventing the solicitation of employees in this contract?
Relevant contract clauses:
[{"span": [10160, 10457], "answer": "MKOS agrees that for a twenty four months (24) following the execution of this Agreement, MKOS shall not, without UTEK's prior written consent, directly or indirectly solicit for employment any present employee of UTEK, or request, induce or advise any employee of UTEK to leave the employ of UTEK", "file_path": "cuad/MANAKOASERVICESCORP_11_21_2007-EX-7.5-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [10459, 10557], "answer": "In turn, UTEK agrees that it will not directly or indirectly solicit any present employee of MKOS.", "file_path": "cuad/MANAKOASERVICESCORP_11_21_2007-EX-7.5-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [56975, 57149], "answer": "This Agreement takes effect upon its acceptance and execution by AIRSOPURE in the State of Texas, and shall be interpreted and construed under the laws of the State of Texas.", "file_path": "cuad/AIRTECHINTERNATIONALGROUPINC_05_08_2000-EX-10.4-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Marketing and Transportation Services Agreement between Purolator Courier Ltd. and Parcelway Courier Systems Canada Ltd. (Dynamex Inc.); Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [16459, 16927], "answer": "Such liability shall not exceed the        other Party's contractual liability to its customers. The Parties        acknowledge that their contract of carriage with their customers provides        that liability for loss, damage or delay, including liability for        consequential loss, is limited to Four Dollars and Forty One Cents        ($4.41) per kilogram or Two Dollars ($2.00) per pound unless a higher        value has been declared for insurance purposes.", "file_path": "cuad/DYNAMEXINC_06_06_1996-EX-10.4-TRANSPORTATION SERVICES AGREEMENT.txt"}, {"span": [18885, 19079], "answer": "Notwithstanding anything contained herein to the contrary, the        indemnifying party's liability to the other hereunder shall not        exceed the insurance coverage set out in Section 9.0.", "file_path": "cuad/DYNAMEXINC_06_06_1996-EX-10.4-TRANSPORTATION SERVICES AGREEMENT.txt"}]
Question: Consider the Supply Agreement between SutroVax, Inc. and Sutro Biopharma, Inc. for Extracts and Custom Reagents; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [22071, 22611], "answer": "Sutro shall allocate its available Components and manufacturing capacity to provide SutroVax with quantities of such Product at least equal to the greater of (a) [***] of the amount of Product (or products equivalent to Product) that Sutro allocates for itself and its Affiliates (but in no event less than [***] liters of Extract per month and the minimum allocation volume set out in Schedule 1 of each Custom Reagent per month), provided that SutroVax demonstrates actual need for the applicable quantities of Extract, and (b) the [***].", "file_path": "cuad/VAXCYTE,INC_05_22_2020-EX-10.19-SUPPLY AGREEMENT.txt"}]
Question: Consider the Marketing and Transportation Services Agreement between Purolator Courier Ltd. and Parcelway Courier Systems Canada Ltd. (Dynamex Inc.); What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [27110, 27294], "answer": "Either Party shall have the right to request the other to provide,        through an auditor agreed to by the Parties, validation of the        information and data referred to herein.", "file_path": "cuad/DYNAMEXINC_06_06_1996-EX-10.4-TRANSPORTATION SERVICES AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [4146, 5868], "answer": "At the expiration of the term or any renewal term hereof, You may, at its option, renew the Franchise granted hereunder for 2 additional terms of 10 years each on the following terms and conditions:\n\n\n\n\n\nA. You shall give AIRSOPURE notice in writing of Your election to renew this Agreement at least 3 months prior to the expiration of the then-current term.\n\nB. You shall not be in default of any provision of this Agreement or amendment hereto, including without limitation all payment obligations to AIRSOPURE and its affiliates.\n\nC. As a condition of renewal of the Franchise, You agree to execute AIRSOPURE's then-current form of franchise agreement and to comply fully with all terms and conditions thereof, and to pay AIRSOPURE the then-current renewal fee, which is presently $1,000.00. You understand that AIRSOPURE may revise its franchise agreement for any renewal term, at AIRSOPURE's sole discretion, including without limitation to increase the royalty fees or other fees payable by You or to require other obligations of franchisees.\n\nD. You shall meet AIRSOPURE's then-current qualifications and training requirements.\n\nE. You shall execute a general release in a form prescribed by AIRSOPURE releasing AIRSOPURE and its affiliates, directors, officers, employees and agents from all known and unknown claims and liabilities to the extent permitted by state and federal law.\n\nF. You may be required, at AIRSOPURE's sole discretion, to upgrade or remodel Your AIRSOPURE Center to conform to AIRSOPURE's then-current specifications and standards as specified in AIRSOPURE's Operating Manual of otherwise in writing, provided such upgrade or remodel is reasonable in terms of cost and implementation schedule.", "file_path": "cuad/AIRTECHINTERNATIONALGROUPINC_05_08_2000-EX-10.4-FRANCHISE AGREEMENT.txt"}]