orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [145920, 146442], "answer": "Each Party, at its own expense, shall maintain comprehensive general liability, product liability and other appropriate insurance for the activities such Party undertakes pursuant to this Agreement, from reputable and financially secure insurance carriers in a form and at levels consistent with sound business practice and adequate in light of its obligations under this Agreement. Each Party shall provide a certificate of insurance (or evidence of self-insurance) evidencing such coverage to the other Party upon reques", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}, {"span": [146780, 147112], "answer": "Each Party shall provide the other Party with prompt written notice of any cancellation, non-renewal or material change in such insurance that could materially adversely affect the rights of the other Party hereunder, and shall provide such notice within thirty (30) days after any such cancellation, non-renewal or material change.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}]
Question: Consider the Distributor Agreement between Co-Diagnostics, Inc. and PreCheck Health Services, Inc. for qPCR Infectious Disease Kits; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [3778, 3973], "answer": "In the event of termination, the Distributor shall be entitled to receive all orders accepted by the Principal prior to the date of termination and may sell the ordered Products in the Territory.", "file_path": "cuad/PrecheckHealthServicesInc_20200320_8-K_EX-99.2_12070169_EX-99.2_Distributor Agreement.txt"}]
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [71349, 71696], "answer": "During the term of this Agreement and after its expiration or termination, you shall not directly or indirectly contest the validity of, or our ownership of the Proprietary Marks, nor take any other action which may tend to jeopardize our or our affiliate's interest therein, or our right to use and to license others to use the Proprietary Marks.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; Does this contract provide for joint intellectual property ownership?
Relevant contract clauses:
[{"span": [25074, 25190], "answer": "Data relating to the use of the Co-Branded Pages will                   be jointly owned and shared by both parties.", "file_path": "cuad/N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [16653, 16942], "answer": "For at least two (2) years after termination of this Agreement,      Distributor will maintain its records, contracts, and accounts relating to      distribution of Airspan Products, and will permit examination thereof by      authorized representatives of Airspan at all reasonable times.", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}, {"span": [45333, 45481], "answer": "Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [56002, 56179], "answer": "If a Termination Notice is sent, the parties shall promptly meet to discuss a phase-out of the Co-Branded Sites and all Links and transfers of Product Listings set forth herein.", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}]
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [147144, 148124], "answer": "EXCEPT FOR A PARTY'S OBLIGATIONS SET FORTH IN THIS ARTICLE 13, AND ANY BREACH OF ARTICLE 10 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR THE OTHER PARTY'S AFFILIATES OR SUBLICENSEES) IN CONNECTION WITH THIS AGREEMENT FOR LOST REVENUE, LOST PROFITS, LOST ROYALTIES, LOST SAVINGS, LOSS OF USE, DAMAGE TO GOODWILL, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, NEGLIGENCE, OR STRICT LIABILITY, EVEN IF THAT PARTY HAS BEEN PLACED ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. FOR CLARITY AND NOTWITHSTANDING THE PROVISIONS OF THE FIRST SENTENCE OF THIS SECTION 13.5, ROYALTIES AND MILESTONES PAYABLE TO CYTODYN IN CONNECTION WITH VYERA'S COMMERCIALIZATION OF LICENSED PRODUCTS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT COULD CONSTITUTE DIRECT DAMAGES TO THE EXTENT AWARDED IN ACCORDANCE WITH ARTICLE 12.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}]
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [21137, 21316], "answer": "The cost of the audit will be borne by Licensor unless a discrepancy of more than five-percent (5%) is discovered, in which  case the cost of the audit shall be borne by Licensee.", "file_path": "cuad/SFGFINANCIALCORP_05_12_2009-EX-10.1-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}, {"span": [23293, 23646], "answer": "Licensee agrees to allow an independent Certified Public Accountant or other Audit Professional, (selected by mutual  agreement) to audit and analyze appropriate accounting records to ensure compliance with all terms of this Agreement. Any  such audit shall be permitted by Licensee within 30 days of Licensee's receipt of a written request of Licensor.", "file_path": "cuad/SFGFINANCIALCORP_05_12_2009-EX-10.1-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [38370, 38623], "answer": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [11646, 11828], "answer": "During the first year of the sponsorship following the                   Commencement Date, Excite will deliver not less than                   [****] Impressions on the Excite Site.", "file_path": "cuad/N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT.txt"}, {"span": [11845, 12053], "answer": "During the second year of the sponsorship following the first                   anniversary of the Commencement Date, Excite will deliver not                   less than [****] Impressions on the Excite Site.", "file_path": "cuad/N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT.txt"}, {"span": [29248, 29485], "answer": "If Excite fails to deliver the guaranteed number of                   Impressions on the Excite Site during the first year, Excite                   will use commercially reasonable efforts to \"make good\" the                   shortfall.", "file_path": "cuad/N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT.txt"}, {"span": [29698, 29980], "answer": "If Excite fails to deliver the guaranteed number of                   Impressions on the Excite Site during the second year, Excite                   will use commercially reasonable efforts to \"make good\" the                   shortfall within [****] following the second year end.", "file_path": "cuad/N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Co-Diagnostics, Inc. and PreCheck Health Services, Inc. for qPCR Infectious Disease Kits; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [5067, 5174], "answer": "This Agreement shall not be assigned by the Distributor without the prior written consent of the Principal.", "file_path": "cuad/PrecheckHealthServicesInc_20200320_8-K_EX-99.2_12070169_EX-99.2_Distributor Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [30177, 30473], "answer": "VerticalNet hereby grants to Neoforma a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the operation of the Neoforma Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}, {"span": [31835, 31999], "answer": "Any Advertising inventory that Neoforma appoints VerticalNet to arrange to sell shall not also be appointed to any third party to arrange for sale to third parties.", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}, {"span": [38967, 39132], "answer": "VerticalNet hereby grants to Neoforma a non-exclusive, non-transferable, royalty-free, right and license to link to the VerticalNet Sites through a VerticalNet Link.", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}, {"span": [39662, 39818], "answer": "Neoforma hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the Neoforma Sites through a Neoforma Link.", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}]
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [147144, 147791], "answer": "EXCEPT FOR A PARTY'S OBLIGATIONS SET FORTH IN THIS ARTICLE 13, AND ANY BREACH OF ARTICLE 10 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR THE OTHER PARTY'S AFFILIATES OR SUBLICENSEES) IN CONNECTION WITH THIS AGREEMENT FOR LOST REVENUE, LOST PROFITS, LOST ROYALTIES, LOST SAVINGS, LOSS OF USE, DAMAGE TO GOODWILL, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, NEGLIGENCE, OR STRICT LIABILITY, EVEN IF THAT PARTY HAS BEEN PLACED ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}]
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [9651, 10012], "answer": "Licensor hereby, subject to the terms and conditions of this Agreement and provided that Licensee makes  payments to Licensor as required under this Agreement, grants to Licensee a non-exclusive license to utilize  Licensed Technology solely in the Field of Use and subject to the additional restrictions set forth below and otherwise in this License Agreement.", "file_path": "cuad/SFGFINANCIALCORP_05_12_2009-EX-10.1-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}, {"span": [14353, 14649], "answer": "Licensee acknowledges that the grant of the license set forth in this Section is a non-exclusive license  and that the Licensor shall have the right to use and to license to other parties the Licensed Technology for any purpose  and in any manner as Licensor may determine in its sole discretion.", "file_path": "cuad/SFGFINANCIALCORP_05_12_2009-EX-10.1-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [58840, 59007], "answer": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement.", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}]
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [140763, 141115], "answer": "Any and all claims and actions arising out of or relating to this Agreement, the relationship of you and us, or your operation of the Franchised Business, brought by any party hereto against the other, shall be commenced within two (2) years from the occurrence of the facts giving rise to such claim or action, or such claim or action shall be barred.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [43975, 44720], "answer": "Neither party may assign this Agreement, in whole                   or in part, without the other party's written consent (which                   will not be unreasonably withheld), except that no such                   consent will be required in connection with (i) a merger,                   reorganization or sale of all, or substantially all, of such                   party's assets or (ii) either party's assignment and/or                   delegation of its rights and responsibilities hereunder to a                   wholly-owned subsidiary or joint venture in which such party                   holds a controlling interest. Any attempt to assign this                   Agreement other than as permitted above will be null and void.", "file_path": "cuad/N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Co-Diagnostics, Inc. and PreCheck Health Services, Inc. for qPCR Infectious Disease Kits; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [3631, 3773], "answer": "This Agreement shall be in effect until March 18. 2021, unless sooner terminated by either party upon (30) days written notice, without cause.", "file_path": "cuad/PrecheckHealthServicesInc_20200320_8-K_EX-99.2_12070169_EX-99.2_Distributor Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [23767, 24033], "answer": "VerticalNet shall register and own the domain name and the URL used in connection with the Co-Branded Career Center, subject, however, to Neoforma's agreement on the name to be used for the URL, which domain name and URL shall be mutually agreed upon by the Parties.", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}, {"span": [27186, 27468], "answer": "VerticalNet shall register and own the domain name and the URL used in connection with the Co-Branded Training and Education Center, subject, however, to Neoforma's agreement on the name to be used for the URL, which domain name and URL shall be mutually agreed upon by the Parties.", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}]
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [65889, 66368], "answer": "To the extent permitted under Applicable Law and, if applicable, its relevant Third Party agreements, (a) CytoDyn shall provide Vyera with reasonable advance notice of any scheduled regulatory inspection of CytoDyn or Third Party Manufacturing facilities used for supply of the Licensed Product as contemplated by Article 6, and (b) Vyera shall be allowed to participate in any pre-approval readiness activities and audits for CytoDyn or its Third Party Manufacturing facilities.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}, {"span": [83048, 83619], "answer": "Upon reasonable prior notice, but not more than once per Calendar Year, such records of Vyera and its Affiliates shall be available during Vyera's and its Affiliates regular business hours for a period of three (3) years from the end of the Calendar Year to which they pertain for examination at the expense of CytoDyn by an independent certified public accountant selected by CytoDyn and reasonably acceptable to Vyera, for the sole purpose of verifying the accuracy of the financial reports and correctness of the payments furnished by Vyera pursuant to this Agreement.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}]
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [24247, 24502], "answer": "The computation of the rebates received by Licensee shall be expressed as a fixed percentage (15%) of  Billable Platform Fees paid by Licensee to Licensor. The rebates shall be payable in shares of Licensor's Common Stock; priced at $.25  cents per share.", "file_path": "cuad/SFGFINANCIALCORP_05_12_2009-EX-10.1-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}, {"span": [25221, 25656], "answer": "During the term of the non-exclusive license agreement, Licensor shall receive from Licensee one third (33%) of the gross  amounts earned by the Licensee from third parties applicable to the following areas of the Licensed Technology usage (if any),  (\"Supplemental Payments\"):\n\n(a) Clearing fees\n\n(b) Banking Rebates (\"give-up fees\")\n\n(c) Processing of half pips\n\n(d) Swap rates (swap interest rate differential)\n\n(e) Currency spreads", "file_path": "cuad/SFGFINANCIALCORP_05_12_2009-EX-10.1-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [56477, 56754], "answer": "You further acknowledge and agree that we may inspect your Franchised Business and any Unit Franchise in the Master Territory to verify that your Franchised Business and/or such Unit Franchise is operating in compliance with our System, as it may be modified from time to time.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}, {"span": [58766, 58947], "answer": "Notwithstanding the foregoing, we reserve the right to inspect or examine your accounts, books, records and tax returns, at any reasonable time, with or without prior notice to you.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}, {"span": [73142, 73378], "answer": "We shall have the right, at all reasonable times, to inspect the products and services on which the Proprietary Marks shall be used as we consider necessary to carry out the purposes of inspection as part of appropriate quality control.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}]
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [64547, 64743], "answer": "Neither party may assign this Agreement or subcontract its obligations under this Agreement to another party without the other party's prior, written consent executed by a duly authorized officer.", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}]
Question: Consider the Distributor Agreement between Co-Diagnostics, Inc. and PreCheck Health Services, Inc. for qPCR Infectious Disease Kits; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [2451, 2681], "answer": "Unless accepted by the Principal, the Distributor agrees that during the term of this Agreement, the Distributor, either directly or indirectly, shall handle no products that are competitive with the Products within the Territory.", "file_path": "cuad/PrecheckHealthServicesInc_20200320_8-K_EX-99.2_12070169_EX-99.2_Distributor Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [37755, 38143], "answer": "Thereafter, VerticalNet shall place button Links to Neoforma Shop or Neoforma Auction on unsold third-party advertising inventory (up to [*] of the total third party advertising inventory) on the home pages of the VerticalNet Medical Online Communities as frequently as VerticalNet places internal advertisements on such advertising inventory and (b) the site located at www.meddeals.com.", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}]
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [8473, 8725], "answer": "Licensee will not sell, lease, lend, transfer, assign, hypothecate, or otherwise distribute the licensed programs to  any third party for use in the field of foreign exchange transactions unless the Licensee receives specific approval  of the Licensor.", "file_path": "cuad/SFGFINANCIALCORP_05_12_2009-EX-10.1-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}, {"span": [25717, 25990], "answer": "Licensee agrees it shall not exchange, lease, sublease, distribute, assign, sell or otherwise transfer in any manner any right and/or interest  incident to the License Technology to any third party under any circumstances, without the prior written consent of the Licensor.", "file_path": "cuad/SFGFINANCIALCORP_05_12_2009-EX-10.1-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}, {"span": [45546, 45906], "answer": "Licensee may not assign this Agreement or assign, sublicense and/or transfer in any manner its license rights hereunder in  whole or in part without Licensor's prior written consent. Any attempt to assign this Agreement or assign, sublicense and/or transfer in any  manner Licensee's license rights hereunder without such consent will be void and of no effect.", "file_path": "cuad/SFGFINANCIALCORP_05_12_2009-EX-10.1-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [124814, 126592], "answer": "In the event of a termination by Vyera under Section 11.2, the following terms shall apply: (i) at CytoDyn's request, the Parties will negotiate in good faith a transition services agreement (the \"Transition Services Agreement\"), under which Vyera will provide certain Commercialization services to CytoDyn in connection with CytoDyn efforts to Commercialize the Licensed Product in the Field in the Territory; (ii) the services to be provided by Vyera pursuant to the Transition Services Agreement (the \"Transition Services\") will be negotiated in good faith taking into account (A) the activities undertaken by Vyera in connection with the Commercialization of Licensed Product during the Term and (B) Vyera's then-existing resources and capabilities (it being understood and agreed that Vyera shall not (x) be required to hire any new employees or enter into any new agreements with Third Parties in order to provide the Transition Services or (y) terminate any employee or agreement the primary purpose of which is to circumvent its obligations to provide the Transition Services); (iii) the Transition Services Agreement will require Vyera to provide Transition Services for a period of up to six (6) months from the effective date of termination; provided that CytoDyn will have the ability to terminate Transition Services on a service-by-service basis as they are transitioned; and (iv) Transition Services will be reimbursed at Vyera's actual cost plus ten percent (10%) by CytoDyn. (v) At CytoDyn's reasonable request and subject to the terms of the applicable agreement, Vyera will use its reasonable best efforts to assign to CytoDyn any Third Party agreements that relate to the Transition Services matters solely for Licensed Product in the Territory in the Field.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}]
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [2046, 2342], "answer": "Subject to the provisions of this Agreement, Airspan hereby appoints Distributor as an independent, exclusive distributor to assist Airspan in marketing the Airspan Products to customers in the Territory, and Distributor hereby accepts such appointment as of the Effective Date of this Agreement.", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}]
Question: Consider the Distributor Agreement between Co-Diagnostics, Inc. and PreCheck Health Services, Inc. for qPCR Infectious Disease Kits; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [5309, 5459], "answer": "This Agreement shall be construed in accordance with and governed by the laws of the State of Texas without regard to principles of conflicts of laws.", "file_path": "cuad/PrecheckHealthServicesInc_20200320_8-K_EX-99.2_12070169_EX-99.2_Distributor Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [2222, 2721], "answer": "Sponsor will be the exclusive retail music store sponsor of                   the Excite Site and the Excite Broadcast Pages. Excite will                   not permit the display of advertising banners, promotional                   buttons, promotional links or other promotional materials for                   any retail sale of Music Products on the Excite Site, except                   those Music Products offered by Sponsor, nor advertising by                   any other Retail Music Store.", "file_path": "cuad/N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT.txt"}, {"span": [4377, 4759], "answer": "In no event will Excite enter                  into arrangements to make available opportunities to purchase                  Music Products from parties other than Sponsor that would                  prevent Sponsor from being the exclusive source of such Music                  Products on the Excite Site once the Music Products become                  available through Sponsor.", "file_path": "cuad/N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [95438, 95773], "answer": "You shall take such action as may be necessary to cancel any assumed name registration or equivalent registration obtained by you which contains the Proprietary Marks; and you shall furnish us with evidence satisfactory to us of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [72093, 72662], "answer": "Except as otherwise set forth herein, neither Party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which consent may be withheld at the other Party's reasonable business discretion; provided, however, that either Party may transfer this Agreement without prior written consent of the other Party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such Party.", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}]
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [38004, 38987], "answer": "Upon the occurrence of any Change of Control (as defined below) this Agreement and all Licensee's rights and licenses hereunder  shall automatically terminate unless, prior to the occurrence of such Change of Control, Licensor has consented to such Change of Control in a  writing executed by an officer of Licensor; provided that Licensor will not unreasonably withhold its consent to the consummation of a Change of  Control. For purposes of the preceding sentence, Licensor will be deemed to have reasonably withheld its consent to a Change of Control if any  person or entity who would acquire direct or indirect control (as defined below) of Licensee pursuant to such Change of Control then conducts a  business that is directly or indirectly competitive with a business then conducted by Licensor or any of its Affiliates and/or Licensor reasonably believes that Licensor's interests will be adversely effected by the continuing of this Agreement upon such a Change in Control.", "file_path": "cuad/SFGFINANCIALCORP_05_12_2009-EX-10.1-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [38696, 39020], "answer": "In the event that such assignment would be unlawful, Vyera shall, and hereby does, grant to CytoDyn an exclusive, irrevocable, worldwide, sublicensable (including through multiple tiers), transferrable (without consent) royalty free license to any and all right, title and/or interest that it may have in or to an Invention.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}, {"span": [76615, 76882], "answer": "Following the expiration of the Royalty Term with respect to the Licensed Product, the licenses granted under Section 2.1 with respect to such Licensed Product in the Field and the Territory shall be non-exclusive, perpetual, irrevocable, fully-paid and royalty-free.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}, {"span": [114154, 114340], "answer": "Upon the expiration of the Royalty Term, the license granted to Vyera under Section 2.1 of this Agreement shall become non-exclusive, fully-paid, royalty free, perpetual and irrevocable.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}]
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [4148, 5179], "answer": "During the term of this Agreement, and for a period of three (3) months following the expiration or termination of this Agreement, Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products. Distributor will give Airspan thirty (30) days' prior, written notice of each new potential representation role being considered by Distributor, and Distributor will not undertake such representation without Airspan's prior, written consent, such consent not to be unreasonably withheld. Except as\n\n\n\n\n\nprovided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of Airspan.", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}, {"span": [12860, 13245], "answer": "During the term of this Agreement Distributor agrees that neither it      nor any organization or entity controlled or directed by it will, without      Airspan's prior, written consent, represent a manufacturer or supplier of      products similar in design or performance to or which are of such a nature      as to be competitive with any products contained in the Airspan Products.", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}, {"span": [37858, 38234], "answer": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}]
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [8900, 9319], "answer": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}, {"span": [63544, 63763], "answer": "If we establish an Intranet, you shall have the privilege to use the Intranet, subject to your strict compliance with the standards and specifications, protocols and restrictions that we may establish from time to time.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [3413, 4059], "answer": "Notwithstanding the foregoing, Excite may make available                  opportunities on the Excite Site to purchase Music Products                  from parties other than Sponsor if such Music Products are not                  available from Sponsor so long as, prior to entering into                  arrangements to make available opportunities to purchase Music                  Products from parties other than Sponsor, Excite notifies                  Sponsor of its interest in the Music Products and gives Sponsor                  thirty (30) days to make the desired Music Products available                  through the Sponsor Site.", "file_path": "cuad/N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Co-Diagnostics, Inc. and PreCheck Health Services, Inc. for qPCR Infectious Disease Kits; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [3631, 3773], "answer": "This Agreement shall be in effect until March 18. 2021, unless sooner terminated by either party upon (30) days written notice, without cause.", "file_path": "cuad/PrecheckHealthServicesInc_20200320_8-K_EX-99.2_12070169_EX-99.2_Distributor Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [18403, 18622], "answer": "VerticalNet shall not enter into any agreement with a Neoforma Competitor for the on-line listing of Medical Products or place any Link to the Site of a Neoforma Competitor on the VerticalNet Medical Online Communities.", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}, {"span": [21731, 21988], "answer": "Neoforma shall not enter into, and shall cause its Affiliates to not enter into, any agreement with a third party for the on-line listing of Laboratory Products on a VerticalNet Competitor or place any Link to a VerticalNet Competitor on the Neoforma Sites.", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}, {"span": [33525, 33636], "answer": "During the Term, Neoforma shall not place any advertisements on a Neoforma Site for any VerticalNet Competitor.", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}]
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [37327, 37526], "answer": "The licenses granted to Vyera under this Agreement shall not be transferrable and/or sublicensable without CytoDyn's written consent, which it may grant, condition or withhold in its sole discretion.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}]
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; Is there a most favored nation clause in this contract?
Relevant contract clauses:
[{"span": [18050, 18504], "answer": "Airspan warrants that during the term of this Agreement, the prices at      which Airspan sells to Distributor products supplied under this Agreement      shall be no less favorable to the Distributor than those prices at which      Airspan sells, at substantially the same time in the United States, similar      products and pursuant to similar terms and conditions as those by which      Airspan sells Products to the Distributor under this Agreement.", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [15365, 15840], "answer": "Notwithstanding the foregoing, VerticalNet's activities in connection with its \"Storefronts\" and \"E-Commerce Centers\" (as conducted today, in a fashion substantially similar to the manner in which such activities are conducted today or as otherwise mutually agreed upon by the parties, which agreement shall not be unreasonably withheld or delayed) shall not be considered to be a breach of Section 2.1  [MEDICAL PRODUCTS], 2.2  [MEDICAL PRODUCTS] or 2.3  [MEDICAL PRODUCTS].", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}, {"span": [19086, 19757], "answer": "Notwithstanding the foregoing, the provisions of Sections 3.1  [LABORATORY PRODUCTS] through 3.8  [LABORATORY PRODUCTS] shall not apply to any Laboratory Product sold through live (non-virtual) auctions conducted by Neoforma (through Neoforma GAR or otherwise) for which no Product Listing is made; provided, however, that Neoforma shall use commercially reasonable efforts to acquire Product Listings for all such Laboratory Products. If Neoforma receives a set of Product Listings packaged as a \"lot,\" Neoforma shall use commercially reasonable efforts to provide all Laboratory Product Listings contained in such \"lot\" to VerticalNet in accordance with this Agreement.", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}]
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [41773, 42705], "answer": "During the term of this Agreement, the Licensor shall have the right (the \"Right of First Refusal\"), for a period (the \"Exercise Period\")  expiring at 11:59 PM (Eastern Time) on the fifth (5th) business day after the giving of written notice by the Licensee that it has received a bonafide  offer from a third party to (ii) purchase all or substantially all of the assets of Licensee; or (ii) to engage in a merger or consolidation in which  Licensee is not the surviving corporation or in which, if Licensee is the surviving corporation, the owners of Licensee immediately prior to the  consummation of such merger or consolidation do not, immediately after consummation of such merger or consolidation, own stock or other  securities of Licensee that possess a majority of the voting power of all Licensee's outstanding stock and other securities and the power to elect a  majority of the members of Licensee's board of directors.", "file_path": "cuad/SFGFINANCIALCORP_05_12_2009-EX-10.1-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}, {"span": [42710, 42933], "answer": "In the event the Licensor declines or fails to exercise in full the Right of First Refusal before the expiration of the Exercise Period, the\n\nLicensee shall have the right to consummate the transaction with the third party.", "file_path": "cuad/SFGFINANCIALCORP_05_12_2009-EX-10.1-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [56844, 57528], "answer": "You acknowledge and agree that, in consideration for the right to use the System and our expertise in the field, if you, any of your employees or any Unit Franchisees in the Master Territory develop any new concept, process or improvement in the operation or promotion of the Franchised Business, you will promptly notify us and provide us with all necessary information concerning same, without any compensation to you, your employee or Unit Franchisee. You acknowledge and agree that any such concept, process or improvement shall become our property and we may utilize or disclose such information to other master franchisees and unit franchisees as we determine to be appropriate.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}, {"span": [64704, 64909], "answer": "You further acknowledge that the Intranet facility and all communications that are posted to it will become our property, free of any claims of privacy or privilege that you or any other person may assert.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}, {"span": [65919, 66251], "answer": "You shall, at our option and request, and without any additional consideration, assign to us all rights to all e-mail addresses, URLs, domain names, Internet listings, and Internet accounts related to the Franchised Business following demand by us upon your misuse of the same and/or the termination or expiration of this Agreement.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [44752, 44871], "answer": "This Agreement will be governed by and                   construed in accordance with the laws of the State of New York", "file_path": "cuad/N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Amendment No. 3 to Nonexclusive Value Added Distributor Agreement between Cisco Systems, Inc. and ScanSource, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [1365, 1488], "answer": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "file_path": "cuad/ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement.txt"}]
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [36982, 37303], "answer": "CytoDyn hereby grants to Vyera, and Vyera hereby accepts, an exclusive royalty-bearing license (or sublicense, as the case may be), under the CytoDyn Patents, the CytoDyn Know-How and the Inventions (if any) solely to Commercialize, use, have used, offer for sale and sell Licensed Products in the Field in the Territory.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}, {"span": [38696, 39020], "answer": "In the event that such assignment would be unlawful, Vyera shall, and hereby does, grant to CytoDyn an exclusive, irrevocable, worldwide, sublicensable (including through multiple tiers), transferrable (without consent) royalty free license to any and all right, title and/or interest that it may have in or to an Invention.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}, {"span": [42707, 42855], "answer": "Vyera shall not Commercialize nor shall it authorize the Commercialization of any Licensed Product outside of the Field or outside of the Territory.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}, {"span": [55255, 55457], "answer": "Vyera shall have the exclusive right to implement, and subject to Section 5.5, final decision-making authority with respect to, Commercialization of all Licensed Products in the Field and the Territory.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}]