orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Consulting Agreement between Gunston Consulting, LLC and Medalist Diversified REIT, Inc.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [5822, 8215], "answer": "CONSULTANT acknowledges that CONSULTANT's rights in all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Proprietary Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company's actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice by CONSULTANT (whether alone or jointly with others) while under contract with the Company, whether before or after the date of this Agreement (\"Work Product\"), belong to the Company. CONSULTANT shall promptly disclose such Work Product to the Chief Executive Officer of the Company and, at the Company's expense, perform all actions reasonably requested by the Chief Executive Officer of the Company (whether during or after the consultancy) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). CONSULTANT acknowledges that all copyrightable Work Product which is capable of being classified as \"works made for hire\" under the U.S. Copyright Act of 1976, as amended, shall be deemed \"works made for hire\" and that the Company shall be the author of, and own all rights therein. To the extent that any such copyrightable work is not a \"work made for hire,\" CONSULTANT hereby assigns and agrees to assign to the Company all right, title and interest, including a copyright, in and to such copyrightable work. Furthermore, CONSULTANT agrees to sign any written instrument of transfer for any rights relating to the Work Product which may be required to effect or evidence the assignment of rights in the Work Product to the Company. The foregoing provisions of this Section 6 shall not apply to any invention that CONSULTANT developed entirely on CONSULTANT's own time without using the Company's equipment, supplies, facilities or trade secret information, except for those inventions that (i) relate to the Company's business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by CONSULTANT for the Company.", "file_path": "cuad/MEDALISTDIVERSIFIEDREIT,INC_05_18_2020-EX-10.1-CONSULTING AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between Lifeway Foods, Inc. and Ludmila Smolyansky; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [537, 1226], "answer": "Individual grants Lifeway together with its affiliates, subsidiaries, parent companies and their representatives and employees have an unlimited, perpetual, non-exclusive, worldwide and, except as set forth in Section 9, royalty-free, right to use, reuse, publish, reproduce, perform, copy, create derivative works, exhibit, broadcast, and display throughout the world the name, image and likeness of Individual in Marketing Materials (as defined below) in connection with marketing, advertising or otherwise promoting the Lifeway products and/or services and for historical reference and display purposes and other internal purposes, including without limitation, internal sales meetings.", "file_path": "cuad/LifewayFoodsInc_20160316_10-K_EX-10.24_9489766_EX-10.24_Endorsement Agreement.txt"}]
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [87456, 88092], "answer": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;\n\n(b) For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; and\n\n(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales.", "file_path": "cuad/DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement.txt"}, {"span": [88296, 88648], "answer": "If the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for such Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "file_path": "cuad/DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement.txt"}, {"span": [88654, 88940], "answer": "If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "file_path": "cuad/DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement.txt"}]
Question: Consider the Endorsement Agreement between Lifeway Foods, Inc. and Ludmila Smolyansky; Does this contract include an unlimited or all-you-can-eat license?
Relevant contract clauses:
[{"span": [537, 1226], "answer": "Individual grants Lifeway together with its affiliates, subsidiaries, parent companies and their representatives and employees have an unlimited, perpetual, non-exclusive, worldwide and, except as set forth in Section 9, royalty-free, right to use, reuse, publish, reproduce, perform, copy, create derivative works, exhibit, broadcast, and display throughout the world the name, image and likeness of Individual in Marketing Materials (as defined below) in connection with marketing, advertising or otherwise promoting the Lifeway products and/or services and for historical reference and display purposes and other internal purposes, including without limitation, internal sales meetings.", "file_path": "cuad/LifewayFoodsInc_20160316_10-K_EX-10.24_9489766_EX-10.24_Endorsement Agreement.txt"}]
Question: Consider the Distributor Agreement between PPG Paints Trading (Shanghai) Co Ltd and NeoMedia Micro Paint Repair for Automotive Refinishing Products in P.R. China; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [19007, 19495], "answer": "In case of discrepancy found in Products\n\n\n\n\n\n         delivered, DISTRIBUTOR shall report to PPG SHANGHAI in writing,          detailing all the discrepancies within 48 hours after delivery. PPG          SHANGHAI will not accept any claims for discrepancy in delivery beyond          the 48 hours period. If Products are found damaged upon delivery,          DISTRIBUTOR or its customers who directly receive the delivery shall          report to PPG SHANGHAI in writing within 48 hours.", "file_path": "cuad/NEOMEDIATECHNOLOGIESINC_12_15_2005-EX-16.1-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Video-on-Demand Content License Agreement between Rogers Cable Communications Inc. and EuroMedia Holdings Corp.; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [10444, 10739], "answer": "Licensor shall make available to Rogers, on a free trial basis and at no cost to Rogers, not less than ten (10) Licensed Programs at all times during the Term (each, a \"Promotional Program\") for distribution and exhibition on the ROD Service to promote the Licensed Programs and the ROD Service.", "file_path": "cuad/EuromediaHoldingsCorp_20070215_10SB12G_EX-10.B(01)_525118_EX-10.B(01)_Content License Agreement.txt"}]
Question: Consider the Joint Development and Marketing Agreement between Leclanché S.A. and Oak Ridge Energy Technologies, Inc.; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [8740, 9032], "answer": "Where Oak Ridge has identified a specific market opportunity which has been qualified together with Leclanché pursuant to 5.3 above, the Parties shall undertake to work exclusively with each other on such opportunities;\n\nOtherwise there is no exclusivity expressed or implied by either Party.", "file_path": "cuad/LECLANCHÉ S.A. - JOINT DEVELOPMENT AND MARKETING AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between PPG Paints Trading (Shanghai) Co Ltd and NeoMedia Micro Paint Repair for Automotive Refinishing Products in P.R. China; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [18114, 18809], "answer": "In the event that the Product fails to          conform to the warranties herein given, DISTRIBUTOR's exclusive remedy          and PPG SHANGHAI's sole responsibility is, at PPG SHANGHAI's option,          limited to the replacement of such nonconforming Product at PPG          SHANGHAI's expense or the refund of the purchase price attributable to          a specific delivery as to which a claim is made. For the avoidance of          doubt, PPG SHANGHAI hereby declares and represents that PPG SHANGHAI is          not responsible for any damage to the Products after they have been          taken away from PPG SHANGHAI's warehouse and caused by DISTRIBUTOR or          its transport agent.", "file_path": "cuad/NEOMEDIATECHNOLOGIESINC_12_15_2005-EX-16.1-DISTRIBUTOR AGREEMENT.txt"}, {"span": [19199, 19312], "answer": "PPG          SHANGHAI will not accept any claims for discrepancy in delivery beyond          the 48 hours period.", "file_path": "cuad/NEOMEDIATECHNOLOGIESINC_12_15_2005-EX-16.1-DISTRIBUTOR AGREEMENT.txt"}, {"span": [25396, 25895], "answer": "Notwithstanding the provisions of any law, rule, or regulation to the contrary, on the termination of this Agreement for any cause whatsoever, DISTRIBUTOR shall not be entitled to claim or receive from PPG SHANGHAI any compensation, reimbursement, or damages on account of any expenditure or commitment of any kind in connection with its business or on account of goodwill or on account of loss of prospective profits or otherwise. In no event shall PPG SHANGHAI be liable for consequential damages.", "file_path": "cuad/NEOMEDIATECHNOLOGIESINC_12_15_2005-EX-16.1-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between Gunston Consulting, LLC and Medalist Diversified REIT, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [17126, 17232], "answer": "CONSULTANT shall not be entitled to assign any of CONSULTANT's rights or obligations under this Agreement.", "file_path": "cuad/MEDALISTDIVERSIFIEDREIT,INC_05_18_2020-EX-10.1-CONSULTING AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between Lifeway Foods, Inc. and Ludmila Smolyansky; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [537, 1226], "answer": "Individual grants Lifeway together with its affiliates, subsidiaries, parent companies and their representatives and employees have an unlimited, perpetual, non-exclusive, worldwide and, except as set forth in Section 9, royalty-free, right to use, reuse, publish, reproduce, perform, copy, create derivative works, exhibit, broadcast, and display throughout the world the name, image and likeness of Individual in Marketing Materials (as defined below) in connection with marketing, advertising or otherwise promoting the Lifeway products and/or services and for historical reference and display purposes and other internal purposes, including without limitation, internal sales meetings.", "file_path": "cuad/LifewayFoodsInc_20160316_10-K_EX-10.24_9489766_EX-10.24_Endorsement Agreement.txt"}]
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [146920, 147507], "answer": "Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate; and (b) Dova may assign this Agreement to a successor in interest in connection with the sale or other transfer of all or substantially all of Dova's assets or rights relating to the Product; provided that such assignee shall remain subject to all of the terms and conditions hereof in all respects and shall assume all obligations of Dova hereunder whether accruing before or after such assignment.", "file_path": "cuad/DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement.txt"}]
Question: Consider the Endorsement Agreement between Lifeway Foods, Inc. and Ludmila Smolyansky; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [537, 1226], "answer": "Individual grants Lifeway together with its affiliates, subsidiaries, parent companies and their representatives and employees have an unlimited, perpetual, non-exclusive, worldwide and, except as set forth in Section 9, royalty-free, right to use, reuse, publish, reproduce, perform, copy, create derivative works, exhibit, broadcast, and display throughout the world the name, image and likeness of Individual in Marketing Materials (as defined below) in connection with marketing, advertising or otherwise promoting the Lifeway products and/or services and for historical reference and display purposes and other internal purposes, including without limitation, internal sales meetings.", "file_path": "cuad/LifewayFoodsInc_20160316_10-K_EX-10.24_9489766_EX-10.24_Endorsement Agreement.txt"}]
Question: Consider the Consulting Agreement between Gunston Consulting, LLC and Medalist Diversified REIT, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [14470, 14820], "answer": "In the event of a 'Change of Control' of Company, then if CONSULTANT's services are terminated without cause at any time within a twelve (12) month period following such Change of Control, CONSULTANT shall receive a termination fee equal to twelve (12) months compensation hereunder at the then current monthly rate, including any stock compensation.", "file_path": "cuad/MEDALISTDIVERSIFIEDREIT,INC_05_18_2020-EX-10.1-CONSULTING AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between PPG Paints Trading (Shanghai) Co Ltd and NeoMedia Micro Paint Repair for Automotive Refinishing Products in P.R. China; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [14378, 14739], "answer": "PPG SHANGHAI hereby grants to          DISTRIBUTOR during the Term, subject to the terms and conditions          hereinafter specified, a limited, nonexclusive, nonassignable and          nontransferable right to use the PPG Trademarks in the Territory for or          in connection with its advertisement, promotion, sale and distribution          of Products.", "file_path": "cuad/NEOMEDIATECHNOLOGIESINC_12_15_2005-EX-16.1-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [140977, 141213], "answer": "Either Party shall have the right to terminate this Agreement before the end of the Term for its convenience upon [***] written notice to the other Party (and any such termination shall become effective at the end of such [***]); [***].", "file_path": "cuad/DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement.txt"}]
Question: Consider the Video-on-Demand Content License Agreement between Rogers Cable Communications Inc. and EuroMedia Holdings Corp.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [23757, 24404], "answer": "This Agreement may not be assigned, sold or transferred without the prior written consent of the other party. Notwithstanding the foregoing, Rogers may, without consent, assign its rights and obligations under this Agreement in whole or in part to: (i) a person that directly or indirectly controls, is controlled by or is under common control with Rogers; or (ii) a purchaser of all or substantially all of the assets used in connection with the ROD Service. A change of control of Rogers shall not be considered an assignment of this Agreement. Any purported assignment, sale, or transfer in contravention of this Section shall be null and void.", "file_path": "cuad/EuromediaHoldingsCorp_20070215_10SB12G_EX-10.B(01)_525118_EX-10.B(01)_Content License Agreement.txt"}]
Question: Consider the Joint Development and Marketing Agreement between Leclanché S.A. and Oak Ridge Energy Technologies, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [19314, 19393], "answer": "This Agreement shall be governed by and construed in accordance with Swiss law.", "file_path": "cuad/LECLANCHÉ S.A. - JOINT DEVELOPMENT AND MARKETING AGREEMENT.txt"}]
Question: Consider the Video-on-Demand Content License Agreement between Rogers Cable Communications Inc. and EuroMedia Holdings Corp.; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [4052, 4163], "answer": "Rogers shall pay to Licensor a fee (the \"License Fee\"), which shall be equal to fifty (50)% of Retail Revenues.", "file_path": "cuad/EuromediaHoldingsCorp_20070215_10SB12G_EX-10.B(01)_525118_EX-10.B(01)_Content License Agreement.txt"}, {"span": [12278, 12557], "answer": "In consideration for various services and activities that Rogers performs for the benefit of Licensor during the Term, Licensor agrees to pay to Rogers an amount which shall be equal to ten (10)% of License Fees, calculated on a rolling basis during the Term and payable monthly.", "file_path": "cuad/EuromediaHoldingsCorp_20070215_10SB12G_EX-10.B(01)_525118_EX-10.B(01)_Content License Agreement.txt"}, {"span": [12585, 12978], "answer": "For so long as Rogers is required by Applicable Law to contribute a percentage of its gross annual revenues from the ROD Service to an independently-administered Canadian program production fund, Licensor shall reimburse Rogers for 50% of the amount required to be remitted to such production fund by Rogers in respect of the exhibition of Licensed Programs (the \"Production Fund Commitment\").", "file_path": "cuad/EuromediaHoldingsCorp_20070215_10SB12G_EX-10.B(01)_525118_EX-10.B(01)_Content License Agreement.txt"}, {"span": [16318, 16591], "answer": "For so long as Rogers is required by Applicable Law to pay copyright royalties relating to Licensed Programs hereunder, Licensor shall reimburse Rogers for 50% of any such royalties actually paid by Rogers, calculated on a rolling basis during the Term and payable monthly.", "file_path": "cuad/EuromediaHoldingsCorp_20070215_10SB12G_EX-10.B(01)_525118_EX-10.B(01)_Content License Agreement.txt"}]
Question: Consider the Joint Development and Marketing Agreement between Leclanché S.A. and Oak Ridge Energy Technologies, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [17707, 17994], "answer": "Subject to Article 22.2, this Agreement shall remain in force for an Initial Period of 1 year, which may be renewed by mutual consent for such period as the Parties may agree (\"Term\"), unless it is terminated earlier in accordance with this Agreement or for any of the following reasons:", "file_path": "cuad/LECLANCHÉ S.A. - JOINT DEVELOPMENT AND MARKETING AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between PPG Paints Trading (Shanghai) Co Ltd and NeoMedia Micro Paint Repair for Automotive Refinishing Products in P.R. China; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [14378, 14739], "answer": "PPG SHANGHAI hereby grants to          DISTRIBUTOR during the Term, subject to the terms and conditions          hereinafter specified, a limited, nonexclusive, nonassignable and          nontransferable right to use the PPG Trademarks in the Territory for or          in connection with its advertisement, promotion, sale and distribution          of Products.", "file_path": "cuad/NEOMEDIATECHNOLOGIESINC_12_15_2005-EX-16.1-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between Gunston Consulting, LLC and Medalist Diversified REIT, Inc.; Is there a non-disparagement clause in this contract?
Relevant contract clauses:
[{"span": [11844, 12393], "answer": "CONSULTANT acknowledges that any disparaging comments by him against the Company are likely to substantially depreciate the business reputation of the Company. CONSULTANT agrees to act in good faith so as to not harm the business reputation of the Company in any way. CONSULTANT further agrees that it will not directly or indirectly defame, disparage, or publicly criticize the services, business, integrity, veracity or reputation of the Company or its owners, officers, directors, or employees in any forum or through any medium of communication.", "file_path": "cuad/MEDALISTDIVERSIFIEDREIT,INC_05_18_2020-EX-10.1-CONSULTING AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between Lifeway Foods, Inc. and Ludmila Smolyansky; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [5241, 5650], "answer": "In consideration of the rights granted by Individual hereunder, Lifeway agrees to pay Individual a royalty (the \"Royalty\") equal to $0.02 for each Lifeway product or individual item sold by Lifeway during each calendar month of the Term bearing Individual's first name, last name or other identifying personal characteristics; provided, however, the Royalty will cease being paid upon the death of Individual.", "file_path": "cuad/LifewayFoodsInc_20160316_10-K_EX-10.24_9489766_EX-10.24_Endorsement Agreement.txt"}]
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; Is there a clause preventing the solicitation of employees in this contract?
Relevant contract clauses:
[{"span": [32985, 33476], "answer": "[***], neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent.", "file_path": "cuad/DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement.txt"}]
Question: Consider the Video-on-Demand Content License Agreement between Rogers Cable Communications Inc. and EuroMedia Holdings Corp.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [16706, 16866], "answer": "Notwithstanding any other provision of this Agreement, Rogers may terminate this Agreement, at any time, upon sixty (60) days' prior written notice to Licensor.", "file_path": "cuad/EuromediaHoldingsCorp_20070215_10SB12G_EX-10.B(01)_525118_EX-10.B(01)_Content License Agreement.txt"}]
Question: Consider the Sales, Marketing, Distribution, and Supply Agreement between HEMISPHERX and Scientific Products Pharmaceutical Co. LTD; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [29665, 29943], "answer": "SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX.", "file_path": "cuad/HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement.txt"}]
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [27927, 28451], "answer": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement.", "file_path": "cuad/DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement.txt"}]
Question: Consider the Distributor Agreement between PPG Paints Trading (Shanghai) Co Ltd and NeoMedia Micro Paint Repair for Automotive Refinishing Products in P.R. China; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [7858, 8036], "answer": "DISTRIBUTOR agrees to satisfy the annual and quarterly sale targets for          the Products set forth in Appendix 3 herein as mutually agreed to by          the parties hereof.", "file_path": "cuad/NEOMEDIATECHNOLOGIESINC_12_15_2005-EX-16.1-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between Lifeway Foods, Inc. and Ludmila Smolyansky; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [8281, 8485], "answer": "Neither party will assign any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably, conditioned, withheld or delayed.", "file_path": "cuad/LifewayFoodsInc_20160316_10-K_EX-10.24_9489766_EX-10.24_Endorsement Agreement.txt"}]
Question: Consider the Consulting Agreement between Gunston Consulting, LLC and Medalist Diversified REIT, Inc.; Is there a clause preventing the solicitation of employees in this contract?
Relevant contract clauses:
[{"span": [8281, 9091], "answer": "CONSULTANT agrees that during its consultancy for REIT and for a period of twelve (12) months immediately following the termination of its consultancy with the Company for any reason, whether with or without cause, it will not, for itself or any other person or entity: (a) solicit, induce, recruit or encourage any of the Company's employees, contractors, independent contractors or any person who provides services to the Company to terminate or reduce their employment or other relationship with the Company; (b) hire any individual who is (or was within the six (6) months immediately preceding such hiring, unless such employee was terminated from such employment by Company) an employee, exclusive contractor, or exclusive independent contractor of the Company; or (c) attempt to do any of the foregoing.", "file_path": "cuad/MEDALISTDIVERSIFIEDREIT,INC_05_18_2020-EX-10.1-CONSULTING AGREEMENT.txt"}]
Question: Consider the Video-on-Demand Content License Agreement between Rogers Cable Communications Inc. and EuroMedia Holdings Corp.; Is there a most favored nation clause in this contract?
Relevant contract clauses:
[{"span": [2600, 2971], "answer": "In the event that Licensor grants to another VOD or Pay-Per-View (\"PPV\") service provider in the U.S. or the Territory the right to distribute or exhibit any Licensed Program on an earlier availability date, then Licensor shall also grant to Rogers the right to distribute and exhibit such Licensed Program on such earlier availability date, on the terms provided herein.", "file_path": "cuad/EuromediaHoldingsCorp_20070215_10SB12G_EX-10.B(01)_525118_EX-10.B(01)_Content License Agreement.txt"}, {"span": [18888, 20432], "answer": "If Licensor enters, or has entered, into an agreement or series of agreements (including side letters, understandings or arrangements, whether oral or written, whether formal or informal, whether now or hereafter effective, or whether on a long-term basis or short-term basis) with a third party for the distribution and exhibition of Licensed Programs in the U.S. or the Territory on a VOD basis, or any other basis that permits the downloading of such Licensed Programs and the subsequent viewing of such Licensed Programs by a residential subscriber, on terms (including, without limitation, license fees, copyright royalty payments, encoding fees and obligations, and marketing support) that are more favourable than those contained in this Agreement, then Rogers has the right to incorporate, or substitute, as the case may be, such term or terms into this Agreement, effective as of the date on which such term or terms were accorded to the third party and for the balance of the period such term or terms are applicable to such third party. Licensor shall provide to Rogers, no later than February 28 in each year, a sworn statement of a senior officer of Licensor, or a certificate of the auditors of Licensor, confirming that, during the immediately preceding calendar year, Licensor did not enter into such an agreement or series of agreements or, if it did enter into such agreement(s), confirming the effective date thereof and identifying the terms contained therein that are more favourable than those contained in this Agreement.", "file_path": "cuad/EuromediaHoldingsCorp_20070215_10SB12G_EX-10.B(01)_525118_EX-10.B(01)_Content License Agreement.txt"}]
Question: Consider the Sales, Marketing, Distribution, and Supply Agreement between HEMISPHERX and Scientific Products Pharmaceutical Co. LTD; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [70590, 70850], "answer": "The following products are eligible for return and reimbursement:   · Outdated Product: Product within two (2) months prior or six (6) months past expiration date and noted on product;   AND   · Product in its original container and bearing its original label.", "file_path": "cuad/HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement.txt"}]
Question: Consider the Distributor Agreement between PPG Paints Trading (Shanghai) Co Ltd and NeoMedia Micro Paint Repair for Automotive Refinishing Products in P.R. China; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [2941, 3444], "answer": "During the term of this Agreement, DISTRIBUTOR shall have          the exclusive right for selling the Products to Beijing Sino-US Jinche          Yingang Auto Technological Services Limited (the \"Auto Center\"). PPG          Shanghai or any of its direct or indirect affiliates shall not sell any          of its products directly to the Auto Center or to any of the Auto          Center's affiliates in China or throughout the world, unless PPG          Shanghai obtains Distributor's written approval.", "file_path": "cuad/NEOMEDIATECHNOLOGIESINC_12_15_2005-EX-16.1-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between Gunston Consulting, LLC and Medalist Diversified REIT, Inc.; Is there a clause preventing the solicitation of customers in this contract?
Relevant contract clauses:
[{"span": [9123, 9680], "answer": "CONSULTANT agrees that during its consultancy for REIT and for a period of twelve (12) months immediately following the termination of its consultancy with the Company for any reason, whether with or without cause, it will not: (a) solicit, entice or induce any Customer for the purpose of providing, or provide, products or services that are competitive with the products or services provided by the Company, or (b) solicit, entice, or induce any Customer to terminate or reduce its business with (or refrain from increasing its business with) the Company.", "file_path": "cuad/MEDALISTDIVERSIFIEDREIT,INC_05_18_2020-EX-10.1-CONSULTING AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between Lifeway Foods, Inc. and Ludmila Smolyansky; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [4074, 4695], "answer": "Individual agrees that, during the Term hereof, she will not render similar services for, or permit the use of her name, nickname, likeness, voice, live or recorded performance, photograph, signature or facsimile thereof, and biographical materials in advertising or publicizing in any medium for any other Kefir product, yogurt product, cheese, frozen desserts and other products that compete with products manufactured or distributed by Lifeway and its affiliates, subsidiaries and parent companies other than those products manufactured or distributed by Lifeway and its affiliates, subsidiaries, and parent companies.", "file_path": "cuad/LifewayFoodsInc_20160316_10-K_EX-10.24_9489766_EX-10.24_Endorsement Agreement.txt"}]
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [32047, 32430], "answer": "[***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period.", "file_path": "cuad/DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement.txt"}]
Question: Consider the Distributor Agreement between PPG Paints Trading (Shanghai) Co Ltd and NeoMedia Micro Paint Repair for Automotive Refinishing Products in P.R. China; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [33857, 34018], "answer": "The validity, construction, and performance of this Agreement shall be governed by and interpreted in accordance with the laws of the People's Republic of China.", "file_path": "cuad/NEOMEDIATECHNOLOGIESINC_12_15_2005-EX-16.1-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Video-on-Demand Content License Agreement between Rogers Cable Communications Inc. and EuroMedia Holdings Corp.; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [7300, 7967], "answer": "Notwithstanding the foregoing, if, at the expiry of this Agreement following the Initial Term or the Renewal Term (if any), as applicable, Licensor and Rogers have not executed a new agreement governing the VOD distribution and exhibition of Licensed Programs and Rogers (or its permitted assigns) continues to distribute and exhibit Licensed Programs on the ROD Service following such expiry, such continued distribution and exhibition shall be governed by the terms of this Agreement in effect at the time of expiry, except that each of Licensor and Rogers shall have the right, on sixty (60) days' prior written notice, to terminate this Agreement, as so extended.", "file_path": "cuad/EuromediaHoldingsCorp_20070215_10SB12G_EX-10.B(01)_525118_EX-10.B(01)_Content License Agreement.txt"}]
Question: Consider the Sales, Marketing, Distribution, and Supply Agreement between HEMISPHERX and Scientific Products Pharmaceutical Co. LTD; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [21065, 21268], "answer": "IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.", "file_path": "cuad/HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement.txt"}]
Question: Consider the Video-on-Demand Content License Agreement between Rogers Cable Communications Inc. and EuroMedia Holdings Corp.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [23438, 23556], "answer": "This Agreement shall be governed by laws of the Province of Ontario and the federal laws of Canada applicable therein.", "file_path": "cuad/EuromediaHoldingsCorp_20070215_10SB12G_EX-10.B(01)_525118_EX-10.B(01)_Content License Agreement.txt"}, {"span": [26865, 27208], "answer": "This Agreement is subject to all laws, regulations, license conditions and decisions of the Canadian Radio-television and Telecommunications Commission (\"CRTC\") municipal, provincial and federal governments or other authorities which are applicable to Rogers and/or Licensor, and which are now in force or hereafter adopted (\"Applicable Law\").", "file_path": "cuad/EuromediaHoldingsCorp_20070215_10SB12G_EX-10.B(01)_525118_EX-10.B(01)_Content License Agreement.txt"}]
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [32431, 32655], "answer": "Notwithstanding the foregoing, this Section 2.3.1(a) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons, [***].", "file_path": "cuad/DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement.txt"}, {"span": [33477, 33601], "answer": "Notwithstanding anything to the contrary, in no event shall the restrictions set forth in this Section 2.3.2 apply to [***].", "file_path": "cuad/DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement.txt"}]
Question: Consider the Endorsement Agreement between Lifeway Foods, Inc. and Ludmila Smolyansky; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [8862, 9008], "answer": "This Agreement will be construed and governed in accordance with the laws of the State of Illinois, without regard to conflict of laws principles.", "file_path": "cuad/LifewayFoodsInc_20160316_10-K_EX-10.24_9489766_EX-10.24_Endorsement Agreement.txt"}]
Question: Consider the Distributor Agreement between PPG Paints Trading (Shanghai) Co Ltd and NeoMedia Micro Paint Repair for Automotive Refinishing Products in P.R. China; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [29369, 29663], "answer": "In the event that there is no written notice issued by either party to          show the intention to renew this Agreement in the said thirty(30) days          before the expiry of the current Term of the Agreement, the Agreement          shall terminate at the end of the said thirty(30) days.", "file_path": "cuad/NEOMEDIATECHNOLOGIESINC_12_15_2005-EX-16.1-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between Gunston Consulting, LLC and Medalist Diversified REIT, Inc.; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [10070, 11660], "answer": "CONSULTANT agrees that during its consultancy for REIT and for a period of twelve (12) months immediately following the termination of its consultancy with the Company for any reason, whether with or without cause, it will not: (a) have any ownership interest in, or participate in the financing, operation, management or control of, any Competitor; or (b) engage in or perform services for any Competitor, if such services either (1) are the same as or similar to (individually or in the aggregate) the services CONSULTANT performed for the Company during its consultancy with the Company, or (2) are performed with respect to products or services of the Competitor that are competitive with the products or services provided by the Company with which CONSULTANT was involved during its consultancy with the Company or about which it received Proprietary Information during its consultancy with the Company. As used in this section, \"Competitor\" means: (i) any private or publicly traded real estate investment trust, fund or other investment vehicle or program whose principal place of business is in Virginia or any other state in which the Company owns real estate and whose business strategy is based on investing in, acquiring or developing flex/industrial, retail, multifamily and limited service hotel real estate, whether directly or indirectly through joint ventures, or (ii) any entity whose principal place of business is in Virginia or any other state in which the Company owns real estate and that advises (including any external advisor) such investment vehicles or programs.", "file_path": "cuad/MEDALISTDIVERSIFIEDREIT,INC_05_18_2020-EX-10.1-CONSULTING AGREEMENT.txt"}]
Question: Consider the Sales, Marketing, Distribution, and Supply Agreement between HEMISPHERX and Scientific Products Pharmaceutical Co. LTD; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [12851, 13259], "answer": "HEMISPHERX shall permit SCIEN or its agent, at SCIENs' expense, to conduct periodic audits of HEMISPHERX's Quality System and Manufacturing records relating to HEMISPHERX's performance under this Agreement. The audits shall be conducted upon reasonable advance notice during regular business hours at HEMISPHERX's principal office and in such a manner as not to unduly interfere with HEMISPHERX's operations.", "file_path": "cuad/HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement.txt"}, {"span": [44639, 45309], "answer": "HEMISPHERX may perform audits for initial qualification of SCIEN as well as periodic audits and \"for cause\" audits. At mutually agreed upon times, HEMISPHERX may review standard operating and other quality control procedures and records and the records of SCIEN relating to the Agreement. Such routine and general oversight review is to be requested at least twenty (20) business days in advance, limited to two (2) persons, completed within one (1) to two (2) business days and shall be offered to HEMISPHERX one (1) time each calendar year. SCIEN will make every reasonable effort to accommodate the special circumstances that may arise pursuant to \"for cause\" audits.", "file_path": "cuad/HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement.txt"}, {"span": [45351, 45429], "answer": "Prior to an audit HEMISPHERX will communicate to SCIEN the scope of the audit.", "file_path": "cuad/HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement.txt"}, {"span": [45432, 45529], "answer": "HEMISPHERX will prepare a written report of the results of the audit and forward a copy to SCIEN.", "file_path": "cuad/HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement.txt"}, {"span": [63228, 63386], "answer": "HEMISPHERX will be permitted to conduct periodic audits of the subcontractors to assure compliance to applicable GMP's, GLP's and federal regulations (CFR's).", "file_path": "cuad/HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement.txt"}, {"span": [64654, 64803], "answer": "During the retention period, documentation shall be available for inspection by HEMISPHERX, its authorized agents and authorized government agencies.", "file_path": "cuad/HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement.txt"}]
Question: Consider the Consulting Agreement between Gunston Consulting, LLC and Medalist Diversified REIT, Inc.; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [11661, 11820], "answer": "It is agreed that ownership of no more than 1% of the outstanding voting stock of a publicly traded corporation will not constitute a violation of Section 7.3.", "file_path": "cuad/MEDALISTDIVERSIFIEDREIT,INC_05_18_2020-EX-10.1-CONSULTING AGREEMENT.txt"}]
Question: Consider the Talent Endorsement Agreement between Tigrent Learning UK Limited and Celebrity Speakers for Robbie Fowler; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [6394, 6589], "answer": "CSA shall have the right to request an independent audit of the sales of the Product containing the Property which the Company agrees to assist within a reasonable period of time of such request.", "file_path": "cuad/LegacyEducationAllianceInc_20141110_8-K_EX-10.9_8828866_EX-10.9_Endorsement Agreement.txt"}]
Question: Consider the Co-Promotion Agreement between Dova Pharmaceuticals, Inc. and Valeant Pharmaceuticals North America LLC; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [149858, 150214], "answer": "This Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the [***] applicable to agreements made and to be performed entirely in such state, including its statutes of limitation but without giving effect to the conflict of law principles thereof.", "file_path": "cuad/DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement.txt"}]
Question: Consider the Video-on-Demand Content License Agreement between Rogers Cable Communications Inc. and EuroMedia Holdings Corp.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [7158, 7299], "answer": "At Rogers' option, this Agreement shall renew for a subsequent term of two (2) years on the terms and conditions herein (the \"Renewal Term\").", "file_path": "cuad/EuromediaHoldingsCorp_20070215_10SB12G_EX-10.B(01)_525118_EX-10.B(01)_Content License Agreement.txt"}]
Question: Consider the Sales, Marketing, Distribution, and Supply Agreement between HEMISPHERX and Scientific Products Pharmaceutical Co. LTD; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [17193, 17476], "answer": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment.", "file_path": "cuad/HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement.txt"}, {"span": [17482, 17998], "answer": "In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination. Thereafter, HEMISPHERX shall purchase from the SCIEN all remaining stock of Product that is of merchantable quality at the same price as was paid by SCIEN.", "file_path": "cuad/HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement.txt"}, {"span": [31454, 31651], "answer": "In the event of termination of this license for any reason, SCIEN shall within 6months (as described in the Termination clause), cease all use of the \"Interferon alfa-n3 (human leukocyte derived)\".", "file_path": "cuad/HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement.txt"}, {"span": [63911, 64227], "answer": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN.", "file_path": "cuad/HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement.txt"}]