orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Transportation Contract between JSC NOC KazakhOil and JSC Karakudukmunay for Crude Oil Export; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [14631, 14774], "answer": "The Company shall have a right to deliver Commodity to the Buyer with a      permissible +/-5% deviation from the number of batches of Commodit", "file_path": "cuad/CHAPARRALRESOURCESINC_03_30_2000-EX-10.66-TRANSPORTATION CONTRACT.txt"}]
Question: Consider the Agency Agreement for Stock Offering between Athens Bancshares Corporation, Athens Federal Community Bank, and Keefe, Bruyette & Woods, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [6897, 7106], "answer": "The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after  the completion of the Subscription Offering (the \"End Date\").", "file_path": "cuad/ATHENSBANCSHARESCORP_11_02_2009-EX-1.2-AGENCY AGREEMENT , 2009.txt"}]
Question: Consider the Sponsorship Agreement between Jacksonville Jaguars, LLC and The ARC Group, Inc.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [1697, 2488], "answer": "Subject to the terms and conditions of this Agreement, as part of the consideration of the full and timely payment of the Sponsor Fees, Club hereby grants to Sponsor, and Sponsor hereby accepts, solely in the Territory, and during the Term: (i) the right to use the Benefits set forth on Exhibit A and the license and right to use the Team Marks solely in connection with the advertisement and promotion of Sponsor's Dick's Wings and Grill branded restaurants (the \"Sponsor Business\") in accordance with this Agreement; and (ii) the right to use the designation \"Official Wings of the Jacksonville Jaguars\" and such other designations as Club and Sponsor may agree to in a writing from time to time (collectively, the \"Official Designations\"), solely in connection with the Sponsor Business.", "file_path": "cuad/ArcGroupInc_20171211_8-K_EX-10.1_10976103_EX-10.1_Sponsorship Agreement.txt"}]
Question: Consider the Master Joint Development Agreement between iBio Inc. and Beijing CC-Pharming Ltd. for Biopharmaceutical Development; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [15035, 15464], "answer": "The term of this Agreement (\"Term\") will begin on the date this Agreement is signed by the last signatory (\"Effective Date\") and remain in effect for [***]; provided, however, that the terms of this Agreement shall remain applicable to any SOW that was executed by the Parties prior to the expiration or termination of this Agreement but whose period of performance extends beyond the expiration or termination of this Agreement.", "file_path": "cuad/IbioInc_20200313_8-K_EX-10.1_12052678_EX-10.1_Development Agreement.txt"}]
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [19472, 19826], "answer": "If the amount of royalty payment under Section 6.3.1 is less than the amount of royalty payment under Section 6.3.2, then ETON shall pay Aucta the difference between royalty payments in Sections 6.3.1 and 6.3.2 within sixty (60) days of the calendar year end, but in no event shall the difference paid be greater than the minimum amount in Section 6.3.2.", "file_path": "cuad/EtonPharmaceuticalsInc_20191114_10-Q_EX-10.1_11893941_EX-10.1_Development Agreement.txt"}]
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [41865, 42005], "answer": "MediWound shall make such records and data available for Vericel's review on Vericel's reasonable request as mutually agreed by the Parties.", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}, {"span": [44217, 45057], "answer": "Vericel shall have the right from time to time during the Term of this Agreement, but not more than [***] (unless (i) otherwise agreed between the Parties or (ii) if Section 3.4(b) below applies) during normal business hours and upon not less than [***] prior notice (unless Section 3.4(b)(iv) applies), to enter and inspect any Facility and any related utilities and/or services used in Manufacturing Product in order to carry out a cGMP quality and compliance audit of those parts of the Facility involved in or which could have any impact on Manufacture of such Product (including those used for storing, warehousing and/or testing and utilities), including for the purpose of confirming that no types of product which could reasonably be expected to impact the quality of the Product are being manufactured on site in deviation of cGMP.", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}, {"span": [45063, 45710], "answer": "In addition to the rights set out in Section 3.4(a), where (i) any audit carried out in accordance with this Section 3.4 has identified any breach of this Agreement, (ii) Vericel has a reasonable basis to suspect a breach of this Agreement, (iii) any previous audit carried out in accordance with this Section 3.4 has identified any major or critical findings, or (iv) if such audit is in response to or following an audit from a regulatory agency, and such audit resulted in a 483 or equivalent citation, then Vericel shall have the right to carry out, upon reasonable prior notice and during normal business hours, follow up compliance audit(s).", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}, {"span": [45991, 46315], "answer": "MediWound shall use commercially reasonable efforts to procure the right for Vericel to have the same inspection rights described in this Section 3.4 at the premises of any such subcontractor, and if unable to procure such rights, shall carry out such audits itself and shall report its non-confidential findings to Vericel.", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Burger King Corporation and International Fast Food Polska SP ZO.O. for Burger King Restaurants in Poland; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [25749, 26113], "answer": "The Franchisee will not attempt,  directly or  indirectly,  to entice or induce any employee of BKC or of an  Affiliate  of BKC or of  another  franchisee  of BKC to leave such employment,  nor to employ such employee  within six (6) months after his or her termination  of  employment  with such  employer,  except with the prior written consent of such employer.", "file_path": "cuad/INTERNATIONALFASTFOODCORP_04_04_1997-EX-99-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Transportation Contract between JSC NOC KazakhOil and JSC Karakudukmunay for Crude Oil Export; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [13563, 13716], "answer": "The Principal shall pay the Company a fee of $1.00 (one dollar), inclusive      of VAT, per one net tonne of Commodity shipped pursuant to this Contract.", "file_path": "cuad/CHAPARRALRESOURCESINC_03_30_2000-EX-10.66-TRANSPORTATION CONTRACT.txt"}]
Question: Consider the Strategic Alliance Agreement for Group Income Annuities between PHL Variable Insurance Company, Phoenix Life Insurance Company, Phoenix Equity Planning Corporation, and Investors Capital Corporation; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [99216, 99388], "answer": "To monitor for Licensee's adherence to such obligations, Licensor shall have the right to inspect such  materials from time to time through duly authorized representatives.", "file_path": "cuad/PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Agency Agreement for Asset Sale between The Bon-Ton Stores, Inc., GA Retail, Inc., Tiger Capital Group, LLC, and Wilmington Savings Fund Society, FSB; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [21941, 22018], "answer": "Merchant shall make its books and records available to Purchaser at all times", "file_path": "cuad/BONTONSTORESINC_04_20_2018-EX-99.3-AGENCY AGREEMENT.txt"}, {"span": [64464, 64836], "answer": "During the Sale Term, and thereafter until all of Merchant's and Purchaser's and Agent's obligations under this Agreement have been satisfied, Merchant and Purchaser shall have reasonable access to Merchant's and Purchaser's records with respect to the GOB Sale (including, but not limited to Merchandise, GOB Sale Proceeds, and Expenses) to review and audit such records.", "file_path": "cuad/BONTONSTORESINC_04_20_2018-EX-99.3-AGENCY AGREEMENT.txt"}]
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [89895, 90308], "answer": "Harpoon shall not, and shall not permit its Affiliates to, attack, dispute, or contest the validity of or ownership of such Product Trademark anywhere in the Territory or any registrations issued or issuing with respect thereto or use in their respective businesses, any Trademark that is confusingly similar to, misleading or deceptive with respect to or that dilutes any (or any part) of the Product Trademarks.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Jacksonville Jaguars, LLC and The ARC Group, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [1322, 1662], "answer": "The term of this Agreement (the \"Term\") shall commence as of April 1, 2018 (the \"Effective Date\") and shall expire upon the later of: (a) the conclusion of the 2022/23 NFL season and (b) the last day in February, 2023 (such expiration date, the \"Scheduled Expiration Date\"), unless sooner terminated pursuant to the terms of this Agreement.", "file_path": "cuad/ArcGroupInc_20171211_8-K_EX-10.1_10976103_EX-10.1_Sponsorship Agreement.txt"}]
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [19365, 19449], "answer": "ETON shall pay to Aucta a royalty payment of [ * * * ] of Net Sales of the Products.", "file_path": "cuad/EtonPharmaceuticalsInc_20191114_10-Q_EX-10.1_11893941_EX-10.1_Development Agreement.txt"}, {"span": [37298, 37468], "answer": "Aucta should continue to receive 15% of Net Sales Royalty for as long as ETON is selling the Product(s) in the Territory, unless otherwise agreed to under this Agreement.", "file_path": "cuad/EtonPharmaceuticalsInc_20191114_10-Q_EX-10.1_11893941_EX-10.1_Development Agreement.txt"}]
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [79772, 80867], "answer": "In addition, upon the expiration or earlier termination of this Agreement:\n\n(a) if Vericel terminates the Agreement for breach or MediWound terminates in accordance with Section 8.5, Vericel shall have the option of [***]\n\n(b) Vericel shall pay to MediWound: (i) all amounts outstanding and remaining to be paid for Product supplied prior to such expiration or termination or under any other obligation under the Agreement; (ii) all amounts for Product in the Binding Forecasts and Binding Orders prior to the expiration or termination, provided that MediWound delivers such Product in accordance with the terms of this Agreement; (iii) all amounts representing the purchase by MediWound of Materials in reliance upon the Binding Forecasts and Binding Orders (if MediWound is unable to cancel (without incurring any costs) or otherwise use such Materials); and (iv) all amounts representing remaining inventory of Product and all Product work in process undertaken in accordance with the Binding Forecasts or Binding Orders or undertaken otherwise in accordance with the terms of this Agreement.", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Burger King Corporation and International Fast Food Polska SP ZO.O. for Burger King Restaurants in Poland; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [104173, 104645], "answer": "This Agreement shall become valid when executed  and  accepted  by BKC in  Miami,  Florida;  it shall be  governed  and construed under and in accordance with the laws of the State of Florida; U.S.A.; provided,  however,  that since the Franchisee is a corporation formed under the laws of the  Republic  of  Poland  which is not doing  business  in the State of Florida, the Florida Franchise Act, Florida Statutes Section 817.416(1971) shall not apply to this Agreement.", "file_path": "cuad/INTERNATIONALFASTFOODCORP_04_04_1997-EX-99-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [207487, 208359], "answer": "EXCEPT (A) FOR FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) FOR A PARTY'S BREACH OF ITS OBLIGATIONS UNDER [ARTICLE 9 OR SECTION 5.8], (C) AS PROVIDED UNDER [***] AND (D) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 11, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN CONNECTION WITH OR ARISING IN ANY WAY OUT OF THE TERMS OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE USE OF THE LICENSED COMPOUNDS OR LICENSED PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}]
Question: Consider the Agency Agreement for Asset Sale between The Bon-Ton Stores, Inc., GA Retail, Inc., Tiger Capital Group, LLC, and Wilmington Savings Fund Society, FSB; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [36330, 36852], "answer": "To the extent that there is Merchandise remaining at the Sale Termination Date (the \"Remaining Merchandise\"), such Remaining Merchandise shall be deemed automatically transferred to Agent free and clear of all liens, claims, and encumbrances. Agent and its affiliates shall be authorized to sell or otherwise dispose of the Remaining Merchandise with all logos, brand names, and other Intellectual Property intact, and shall be authorized to advertise the sale of the Remaining Merchandise using the Intellectual Property.", "file_path": "cuad/BONTONSTORESINC_04_20_2018-EX-99.3-AGENCY AGREEMENT.txt"}]
Question: Consider the Transportation Contract between JSC NOC KazakhOil and JSC Karakudukmunay for Crude Oil Export; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [20579, 20743], "answer": "Neither Party shall be entitled to assign any of its rights or duties      hereunder to any third parties without a written consent of the other Party      thereto.", "file_path": "cuad/CHAPARRALRESOURCESINC_03_30_2000-EX-10.66-TRANSPORTATION CONTRACT.txt"}]
Question: Consider the Transfer and Servicing Agreement among Verizon Owner Trust 2020-A, Verizon ABS LLC, and Cellco Partnership d/b/a Verizon Wireless; Are there any third-party beneficiaries designated in this contract?
Relevant contract clauses:
[{"span": [151221, 151428], "answer": "The Owner Trustee and the Indenture Trustee, for the benefit of the Secured Parties, will be third-party beneficiaries of this Agreement and may enforce this Agreement against the Depositor and the Servicer.", "file_path": "cuad/VerizonAbsLlc_20200123_8-K_EX-10.4_11952335_EX-10.4_Service Agreement.txt"}]
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [63431, 63598], "answer": "The Parties shall not assign, encumber or otherwise transfer this Agreement or any part of it to any Third Party, without the prior written consent of the other Party.", "file_path": "cuad/EtonPharmaceuticalsInc_20191114_10-Q_EX-10.1_11893941_EX-10.1_Development Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement for Group Income Annuities between PHL Variable Insurance Company, Phoenix Life Insurance Company, Phoenix Equity Planning Corporation, and Investors Capital Corporation; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [43977, 44540], "answer": "Except as  may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and  conditions of the Trademark Consent and the Trademark License Terms, each of the PHL Parties or its Affiliates, as  applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties  and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "file_path": "cuad/PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [80873, 81200], "answer": "Following expiration of the Royalty Term (as defined in the License Agreement) for any Licensed Product in a given country, the license granted to Vericel under Section 9.1 of this Agreement with respect to such Licensed Product in such country shall automatically become fully paid-up, perpetual, irrevocable and royalty-free.", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Homewood Suites Franchise LLC and Franchisee for Homewood Suites Hotel; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [112777, 112984], "answer": "THE PARTIES ACKNOWLEDGE THAT LIQUIDATED DAMAGES PAYABLE BY YOU UNDER THIS AGREEMENT (WHETHER PRE-OPENING LIQUIDATED DAMAGES OR LIQUIDATED DAMAGES FOR EARLY TERMINATION) ARE NOT PUNITIVE OR EXEMPLARY DAMAGES.", "file_path": "cuad/HOSPITALITYINVESTORSTRUST,INC_04_07_2014-EX-10.26-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement for Group Income Annuities between PHL Variable Insurance Company, Phoenix Life Insurance Company, Phoenix Equity Planning Corporation, and Investors Capital Corporation; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [79674, 80303], "answer": "No Party shall assign this Agreement or any  rights or obligations hereunder or, except as expressly set forth in the Agreement with respect to the PHL Services  and Investors Capital Services, delegate any of their respective duties and obligations hereunder, without the prior  written consent of the other Parties, which, in view of the unique and specialized nature of each Party's obligations  hereunder, may be declined by any Investors Capital Party on the one hand or any PHL Party, on the other hand, as  the case may be, for any reason. Any attempted assignment or delegation in violation of this Section shall be void.", "file_path": "cuad/PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Transportation Contract between JSC NOC KazakhOil and JSC Karakudukmunay for Crude Oil Export; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [20381, 20511], "answer": "Effective legislation of the Republic of Kazakhstan shall apply to any      relations of the Parties arising out of this Contract.", "file_path": "cuad/CHAPARRALRESOURCESINC_03_30_2000-EX-10.66-TRANSPORTATION CONTRACT.txt"}]
Question: Consider the Agency Agreement for Asset Sale between The Bon-Ton Stores, Inc., GA Retail, Inc., Tiger Capital Group, LLC, and Wilmington Savings Fund Society, FSB; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [20642, 20809], "answer": "Agent is granted a limited license and right to use all Intellectual Property for purposes of conducting the GOB Sale and otherwise marketing any or all of the Assets;", "file_path": "cuad/BONTONSTORESINC_04_20_2018-EX-99.3-AGENCY AGREEMENT.txt"}]
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [207487, 208359], "answer": "EXCEPT (A) FOR FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) FOR A PARTY'S BREACH OF ITS OBLIGATIONS UNDER [ARTICLE 9 OR SECTION 5.8], (C) AS PROVIDED UNDER [***] AND (D) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 11, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN CONNECTION WITH OR ARISING IN ANY WAY OUT OF THE TERMS OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE USE OF THE LICENSED COMPOUNDS OR LICENSED PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}]
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [63599, 64087], "answer": "Notwithstanding the foregoing, each Party may assign the rights and obligations under this Agreement in whole, without consent of the other Party, to a Third Party or Affiliate in connection with the transfer or sale of all or substantially all of its business or in the event of a merger, consolidation or change in control provided that the assignee assumes in writing and becomes directly obligated to the other Party to perform all of the obligations of assignor under this Agreement.", "file_path": "cuad/EtonPharmaceuticalsInc_20191114_10-Q_EX-10.1_11893941_EX-10.1_Development Agreement.txt"}]
Question: Consider the Transfer and Servicing Agreement among Verizon Owner Trust 2020-A, Verizon ABS LLC, and Cellco Partnership d/b/a Verizon Wireless; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [35855, 36238], "answer": "The sole remedy of the Issuer, the Indenture Trustee, the Owner Trustee, and the Secured Parties for any extension, modification, amendment, cancellation or waiver of a Receivable or any terms thereof under Section 3.2(b) or a breach of the covenants made by the Servicer in Section 3.2(c) or (d) is the Servicer's acquisition of the Receivables, as described under this Section 3.3.", "file_path": "cuad/VerizonAbsLlc_20200123_8-K_EX-10.4_11952335_EX-10.4_Service Agreement.txt"}]
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [81636, 81980], "answer": "Subject to the terms herein, MediWound hereby grants to Vericel a non-exclusive, sublicensable (subject to Section 4.2 of the License Agreement) license under the MediWound Technology and MediWound's interest in the Joint Technology, to Manufacture and have Manufactured Licensed Products in the Territory for use in the Field in the Territory.", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}, {"span": [82012, 82340], "answer": "MediWound hereby grants to Vericel an exclusive (even as to MediWound), sublicensable, royalty- free, fully paid-up, license in the Territory to use the Licensed Trademarks (as defined in the License Agreement) and a non- exclusive, sublicensable, royalty-free, fully paid-up, license to use the MediWound name and trademark, in", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Homewood Suites Franchise LLC and Franchisee for Homewood Suites Hotel; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [62088, 62165], "answer": "You will permit us to inspect your books and records at all reasonable times.", "file_path": "cuad/HOSPITALITYINVESTORSTRUST,INC_04_07_2014-EX-10.26-FRANCHISE AGREEMENT.txt"}, {"span": [63113, 63443], "answer": "During the Term and for two (2) years thereafter, we and our authorized agents have the right to verify Operational Information required under this Agreement by requesting, receiving, inspecting and auditing, at all reasonable times, any and all records referred to above wherever they may be located (or elsewhere if we request).", "file_path": "cuad/HOSPITALITYINVESTORSTRUST,INC_04_07_2014-EX-10.26-FRANCHISE AGREEMENT.txt"}, {"span": [63724, 64060], "answer": "If the audit or inspection reveals that the underpayment is willful, or is for five percent (5%) or more of the total amount owed for the period being inspected, you will also reimburse us for all inspection and audit costs, including reasonable travel, lodging, meals, salaries and other expenses of the inspecting or auditing personne", "file_path": "cuad/HOSPITALITYINVESTORSTRUST,INC_04_07_2014-EX-10.26-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement for Group Income Annuities between PHL Variable Insurance Company, Phoenix Life Insurance Company, Phoenix Equity Planning Corporation, and Investors Capital Corporation; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [79674, 80450], "answer": "No Party shall assign this Agreement or any  rights or obligations hereunder or, except as expressly set forth in the Agreement with respect to the PHL Services  and Investors Capital Services, delegate any of their respective duties and obligations hereunder, without the prior  written consent of the other Parties, which, in view of the unique and specialized nature of each Party's obligations  hereunder, may be declined by any Investors Capital Party on the one hand or any PHL Party, on the other hand, as  the case may be, for any reason. Any attempted assignment or delegation in violation of this Section shall be void.  A Change of Control, as defined below, shall be considered an assignment under this Section 16.01 and Sections  16.02.1(c) (4) and 16.02.1(e)(4).", "file_path": "cuad/PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Agency Agreement for Asset Sale between The Bon-Ton Stores, Inc., GA Retail, Inc., Tiger Capital Group, LLC, and Wilmington Savings Fund Society, FSB; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [105765, 106250], "answer": "This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns, including, but not limited to, any chapter 11 or chapter 7 trustee; provided, however, that this Agreement may not be assigned by any of the Parties without the prior written consent of the other, provided further that notwithstanding the foregoing, GA and Tiger may each collaterally assign this Agreement and their rights thereunder to their respective lenders.", "file_path": "cuad/BONTONSTORESINC_04_20_2018-EX-99.3-AGENCY AGREEMENT.txt"}]
Question: Consider the Transportation Contract between JSC NOC KazakhOil and JSC Karakudukmunay for Crude Oil Export; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [16674, 17212], "answer": "In accordance with items 9.3, 9.4, and 10.3, this Contract shall come into      force on the Effective Date, remain effective throughout the Initial Term,      and be prolonged, or further extended automatically for a period of 12\n\n\n\n\n\n     months, each such extension commencing at the end of the last day of the      Initial Term or the relevant anniversary thereof, unless either Party      serves written notice of termination on the other Party at least 65 days      prior to the end of the Initial Term, or any subsequent extension.", "file_path": "cuad/CHAPARRALRESOURCESINC_03_30_2000-EX-10.66-TRANSPORTATION CONTRACT.txt"}]
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [124334, 124734], "answer": "At the request of Harpoon, AbbVie shall permit an independent public accounting firm of nationally recognized standing designated by Harpoon and reasonably acceptable to AbbVie, [***], to audit the books and records maintained pursuant to this Section 6.11 to ensure the accuracy of all reports and payments made hereunder, including any permitted deductions from Net Sales pursuant to Section 1.108.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}]
Question: Consider the Transfer and Servicing Agreement among Verizon Owner Trust 2020-A, Verizon ABS LLC, and Cellco Partnership d/b/a Verizon Wireless; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [42779, 43152], "answer": "Upon reasonable request not more than once during any calendar year, and with reasonable notice, the Servicer will give the Issuer, the Depositor, the Parent Support Provider, the Administrator, the Owner Trustee and the Indenture Trustee (or their representatives) access to the records and documents to conduct a review of the Servicer's performance under this Agreement.", "file_path": "cuad/VerizonAbsLlc_20200123_8-K_EX-10.4_11952335_EX-10.4_Service Agreement.txt"}, {"span": [47880, 48501], "answer": "The Custodian will give the Servicer access to the Receivable Files and, on request of the Servicer, the Custodian will promptly release any document in the Receivable Files to the Servicer for purposes of servicing the Receivables. The Custodian will give the Depositor, the Issuer and the Indenture Trustee access to the Receivable Files and the receivables systems to conduct a review of the Receivables. Any access or review will be conducted at the Custodian's offices during normal business hours at a time reasonably convenient to the Custodian in a manner that will minimize disruption of its business operations.", "file_path": "cuad/VerizonAbsLlc_20200123_8-K_EX-10.4_11952335_EX-10.4_Service Agreement.txt"}]
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [20489, 20814], "answer": "The Parties agree and acknowledge that, as of the Effective Date, MediWound's current Facility can fill orders from Vericel for use in the Territory up to [***] of Intermediate Drug Product, whether provided in that form or in the form of the equivalent amount of Finished Product within a calendar year (\"Maximum Capacity\").", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}, {"span": [28064, 28511], "answer": "If a Purchase Order contains quantities of Products in excess of the quantity of such Product forecasted for such quarter (as was set forth at the Rolling Forecast submitted immediately prior to the beginning of such Calendar Year) by an amount greater than [***] of the Binding Forecast (\"Excess Amount\"), MediWound will accept the Purchase Order up to, but not including the Excess Amount which in any event will not exceed the Maximum Capacity.", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}, {"span": [33196, 33420], "answer": "The remaining shelf-life for each Product for the Territory shall be at least [***] of the FDA approved shelf-life of such Product, as measured from the time of delivery of such Product to Vericel (the \"Minimum Shelf Life\").", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}]
Question: Consider the Transportation Contract between JSC NOC KazakhOil and JSC Karakudukmunay for Crude Oil Export; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [3807, 3993], "answer": "\"Initial Term\" means the period commencing on the Effective Date and concluding on the last day of the month in which the fifth anniversary of the Offtake Agreement Effective Date falls.", "file_path": "cuad/CHAPARRALRESOURCESINC_03_30_2000-EX-10.66-TRANSPORTATION CONTRACT.txt"}, {"span": [4318, 4450], "answer": "\"Offtake Agreement\" means that certain Crude Oil Sale and Purchase Agreement between the Principal and STASCO dated 1 November 1999.", "file_path": "cuad/CHAPARRALRESOURCESINC_03_30_2000-EX-10.66-TRANSPORTATION CONTRACT.txt"}]
Question: Consider the Transfer and Servicing Agreement among Verizon Owner Trust 2020-A, Verizon ABS LLC, and Cellco Partnership d/b/a Verizon Wireless; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [117326, 117622], "answer": "If the Servicer resigns under Section 7.1, it will continue to perform its obligations as Servicer under this Agreement until the earlier to occur of (a) a Successor Servicer accepting its engagement as Servicer under Section 7.4 or (b) the date the Servicer is legally unable to act as Servicer.", "file_path": "cuad/VerizonAbsLlc_20200123_8-K_EX-10.4_11952335_EX-10.4_Service Agreement.txt"}, {"span": [124996, 125316], "answer": "On its resignation or termination, the Servicer will cooperate with the Issuer, the Owner Trustee, the Indenture Trustee and the Successor Servicer in effecting (i) the termination of its rights and obligations under this Agreement and (ii) an orderly transition of such rights and obligations to the Successor Servicer.", "file_path": "cuad/VerizonAbsLlc_20200123_8-K_EX-10.4_11952335_EX-10.4_Service Agreement.txt"}]
Question: Consider the Agency Agreement for Asset Sale between The Bon-Ton Stores, Inc., GA Retail, Inc., Tiger Capital Group, LLC, and Wilmington Savings Fund Society, FSB; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [67047, 67461], "answer": "Subject to the Wind-Down Budget and payment of Expenses, Agent shall use the E-Commerce Platform in connection with the GOB Sale to fulfill customer orders made during the GOB Sale Term and otherwise promote the GOB Sale (in Agent's capacity as Agent hereunder), provided that Agent shall have the option, in its sole discretion, to terminate the use of the E-Commerce Platform at any time after four weeks of use.", "file_path": "cuad/BONTONSTORESINC_04_20_2018-EX-99.3-AGENCY AGREEMENT.txt"}]
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [40868, 41104], "answer": "ETON has the right to terminate this Agreement after approval of the Dossier or marketing application for the Product (or added new product), at its sole discretion, upon providing one hundred eighty (180) days' written notice to Aucta.", "file_path": "cuad/EtonPharmaceuticalsInc_20191114_10-Q_EX-10.1_11893941_EX-10.1_Development Agreement.txt"}]
Question: Consider the Franchise Agreement between Homewood Suites Franchise LLC and Franchisee for Homewood Suites Hotel; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [23282, 23496], "answer": "We grant to you and you accept a limited, non-exclusive License to use the Marks and the System during the Term at, and in connection with, the operation of the Hotel in accordance with the terms of this Agreement.", "file_path": "cuad/HOSPITALITYINVESTORSTRUST,INC_04_07_2014-EX-10.26-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [209764, 210161], "answer": "The insurance policies shall be under an occurrence form, but if only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration or termination of this Agreement for the longer of (a) a period of [***] following termination or expiration of this Agreement in its entirety, or (b) with respect to a particular Party, [***] by a Party.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}, {"span": [226926, 227768], "answer": "If AbbVie terminates this Agreement with respect to a country or other jurisdiction, or in its entirety pursuant to Section 12.3, AbbVie shall have the right for at least [***] and no more than [***], which period shall be determined by Harpoon in its sole discretion, after the effective date of such termination with respect to such country or other jurisdiction to sell or otherwise dispose of all Licensed Compound or Licensed Product then in its inventory and any in-progress inventory, in each case that is intended for sale or disposition in such country or other jurisdiction, as though this Agreement had not terminated with respect to such country or other jurisdiction, and such sale or disposition shall not constitute infringement of Harpoon's or its Affiliates' Patent or other intellectual property or other proprietary rights.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement for Group Income Annuities between PHL Variable Insurance Company, Phoenix Life Insurance Company, Phoenix Equity Planning Corporation, and Investors Capital Corporation; Is there a clause preventing the solicitation of employees in this contract?
Relevant contract clauses:
[{"span": [39576, 40658], "answer": "During the term hereof and for a period of two years following termination, ICC, any of  their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:\n\n\n\n8.07.1.1 knowingly and intentionally interfere in any way with the contractual relationships existing between or  among any of the PHL Parties or their Affiliates (as the case may be), on the one hand, and any officer,  director, employee, agent, or other representative of any of the PHL Parties or their Affiliates assigned  to assist the Parties or their Affiliates in connection with the negotiation and implementation of the GIE and any Transaction Document, or the sales and marketing of the GIE (\"PHL GIE Persons\"), on the  other;\n\n  8.07.1.2 knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their  respective contracts, or otherwise change their relationship, with any of the PHL Parties or their  Affiliates; or\n\n  8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE  Persons.", "file_path": "cuad/PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [11332, 11919], "answer": "Aucta, for itself and its Affiliates, hereby grants to ETON in accordance with the terms and conditions of this Agreement, an exclusive (even as to and against Aucta in the Territory) right and license, including the right to sublicense, to the Products (or any components thereof), Dossiers, and all current and future Aucta Background Intellectual Property that is owned or controlled by Aucta or its Affiliates for ETON to develop, manufacture, import, use, promote, distribute, market, advertise, offer for sale or sell (collectively, \"Market\") the Products in and for the Territory.", "file_path": "cuad/EtonPharmaceuticalsInc_20191114_10-Q_EX-10.1_11893941_EX-10.1_Development Agreement.txt"}]
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [27534, 28063], "answer": "If MediWound fails to respond to a Purchase Order that is consistent with the Binding Forecast within [***] after receiving it, Vericel will, within [***] thereafter, confirm with MediWound that such Purchase Order was received by MediWound, and if such Purchase Order is consistent with the Binding Forecast and was properly submitted by Vericel in accordance with this Section 2.8(b), MediWound shall be deemed to have accepted such Purchase Order (\"Binding Order\") as of the date of MediWound's receipt of such Purchase Order.", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}, {"span": [28850, 29196], "answer": "In each Calendar Year following Vericel's submission of the first Rolling Forecast, Vericel shall issue Purchase Orders for at least [***] of the quantities of each Product set forth in the current Calendar Year of the Rolling Forecast (as was set forth at the Rolling Forecast submitted immediately prior to the beginning of such Calendar Year).", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}, {"span": [32127, 32643], "answer": "To the extent that a delivery is less than [***] but at least [***] of the amount set out on the relevant Purchase Order, Vericel shall accept such delivery and shall be entitled, (A) where commercially reasonable for Vericel, to vary the delivery date agreed between Vericel and MediWound in accordance with Section 2.8 for the immediately following shipment(s) of the applicable Product due to the acceptance of such delivery, and (B) to increase subsequent Purchase Orders with the applicable shortage quantities.", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Homewood Suites Franchise LLC and Franchisee for Homewood Suites Hotel; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [91021, 91514], "answer": "irrevocably assign and transfer to us (or to our designee) all of your right, title and interest in any domain name listings and registrations that contain any reference to our Marks, System, Network or Brand; notify the applicable domain name registrars of the termination of your right to use any domain name or Sites associated with the Marks or the Brand; and authorize and instruct the cancellation of the domain name, or transfer of the domain name to us (or our designee), as we specify", "file_path": "cuad/HOSPITALITYINVESTORSTRUST,INC_04_07_2014-EX-10.26-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Transportation Services Agreement between Marathon Petroleum Company LP and Marathon Pipe Line LLC; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [39023, 39384], "answer": "Except as otherwise provided in Section 10.5, in the event of any breach of a term or condition of this Agreement by either Party, the other Party's remedy shall be limited to the direct damages caused thereby and in no event shall a Party be liable to the other Party for any consequential, indirect, pecuniary, punitive, or economic damages, howsoever caused.", "file_path": "cuad/MPLXLP_06_17_2015-EX-10.1-TRANSPORTATION SERVICES AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement for Group Income Annuities between PHL Variable Insurance Company, Phoenix Life Insurance Company, Phoenix Equity Planning Corporation, and Investors Capital Corporation; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [85089, 85332], "answer": "This Agreement shall be construed and its provisions interpreted under and in accordance with the internal  Laws of the State of Connecticut, without giving effect to principles of conflict or choice of laws of that or any other  jurisdiction.", "file_path": "cuad/PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Agency Agreement for Asset Sale between The Bon-Ton Stores, Inc., GA Retail, Inc., Tiger Capital Group, LLC, and Wilmington Savings Fund Society, FSB; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [104235, 104447], "answer": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without reference to any conflict of laws provisions thereof, except where governed by the Bankruptcy Code.", "file_path": "cuad/BONTONSTORESINC_04_20_2018-EX-99.3-AGENCY AGREEMENT.txt"}]
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [210773, 210970], "answer": "Following the expiration of the Term pursuant to clause (a) (but not clause (b)) of Section 12.1.1, the grants in Section 5.1.3 shall become non-exclusive, fully-paid, royalty-free and irrevocable.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}]
Question: Consider the Transfer and Servicing Agreement among Verizon Owner Trust 2020-A, Verizon ABS LLC, and Cellco Partnership d/b/a Verizon Wireless; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [136994, 137258], "answer": "Except for the transfer and assignment under this Agreement, the Depositor will not transfer or assign any Depositor Transferred Property to another Person or Grant or allow a Lien, other than a Permitted Lien, on an interest in any Depositor Transferred Property.", "file_path": "cuad/VerizonAbsLlc_20200123_8-K_EX-10.4_11952335_EX-10.4_Service Agreement.txt"}]
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [85730, 86497], "answer": "Neither this Agreement nor any interest hereunder shall be assignable by a Party without the prior written consent of the other Party, except as follows: (a) such Party may assign its rights and obligations under this Agreement to any of its Affiliates, provided that the assignee shall expressly agree to be bound by such Party's obligations under this Agreement and that such Party shall remain liable for all of its rights and obligations under this Agreement, and (b) either Party may assign its rights and obligations hereunder to a Third Party in connection with a permitted assignment or other permitted transfer of the License Agreement. Each Party shall promptly notify the other Party of any assignment or transfer under the provisions of this Section 11.1.", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}, {"span": [86781, 86851], "answer": "Any assignment not in accordance with this Section 11.1 shall be void.", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}]