orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [11137, 11402], "answer": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS. Any purported assignment without the consent of DSS shall be void.", "file_path": "cuad/HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement.txt"}, {"span": [11580, 12218], "answer": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "file_path": "cuad/HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement.txt"}]
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [1180, 1227], "answer": "This agreement is for a term of ten (10) years.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}]
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [21614, 21694], "answer": "FCE will assign, and hereby assigns, to ExxonMobil ownership of Program Results.", "file_path": "cuad/FuelcellEnergyInc_20191106_8-K_EX-10.1_11868007_EX-10.1_Development Agreement.txt"}, {"span": [22711, 23452], "answer": "For Program Patents, if one or more employees or other representatives of FCE are determined to be inventors, then FCE will:\n\n(i) cause its employees, contractors, and consultants to render reasonable and timely assistance to ExxonMobil and its attorneys or agents;\n\n(ii) assign, and will cause its and its Affiliates' employees, contractors, and consultants to assign, its right, title, and interest in and to such Program Patent to ExxonMobil for filing; and\n\n(iii) cause its and its Affiliate employees, contractors, and consultants, to execute any documents as may be required to effect such assignments, or file, prosecute, and maintain any patent applications or patents that are based on, derived from, or protect such Program Patent.", "file_path": "cuad/FuelcellEnergyInc_20191106_8-K_EX-10.1_11868007_EX-10.1_Development Agreement.txt"}]
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [32495, 32844], "answer": "Each             party shall receive 30% of all advertising sales for advertising             sales originated by the other party (provided, in the event that             advertising is sold at rates less than fair market rates such 30%             figure shall be equitably increased to reflect the fair market value             of the advertising.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}]
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [130521, 130788], "answer": "You represent and warrant to us, and agree, that your owners are accurately set forth on Exhibit C to this Agreement, and you also agree not to permit the identity of those owners, or their respective interests in you, to change without complying with this Agreement.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}, {"span": [131292, 131823], "answer": "You agree not to make a transfer (and not to permit any other party to make a transfer) without our prior written consent. 16.4.1.1 As used in this Agreement, the term \"transfer\" is agreed to mean any sale, assignment, conveyance, pledge, encumbrance, merger, creation of a security interest in, and/or giving away of any direct or indirect interest in: (a) this Agreement; (b) you; (c) any or all of your rights and/or obligations under this Agreement; and/or (d) all or substantially all of the assets of the Franchised Business.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}, {"span": [132574, 132841], "answer": "If you are a partnership or limited liability partnership, then the partners of that partnership will not, without our prior written consent, admit additional general partners, remove a general partner, or otherwise materially alter the powers of any general partner.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}, {"span": [132940, 133062], "answer": "Principals must not, without our prior written consent, transfer, pledge, and/or otherwise encumber their interest in you.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}]
Question: Consider the Collaboration Agreement between MacroGenics, Inc. and Green Cross Corp. for Development of MGAH22; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [118452, 118714], "answer": "NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 14.7 IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER ARTICLE 14, OR DAMAGES AVAILABLE FOR A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS IN ARTICLE 12.", "file_path": "cuad/MACROGENICSINC_08_02_2013-EX-10-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Maintenance Agreement between Netzee, Inc. and Bankers Bank; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [543, 684], "answer": "The maintenance is for a period of one (1) year commencing upon expiration of the initial one (1) year term of the License/Services Schedule.", "file_path": "cuad/NETZEEINC_11_14_2002-EX-10.3-MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [11580, 12218], "answer": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "file_path": "cuad/HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Eco Science Solutions, Inc. and Fruit of Life Productions LLC for Kaya Fest; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [4758, 4842], "answer": "Sponsors must have their own liability insurance with limits of one million dollars.", "file_path": "cuad/EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement.txt"}]
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [63366, 63510], "answer": "HealthGate shall not transfer or assign the whole or any part of             this Agreement without the prior written consent of the Publishers.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}]
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [64958, 65187], "answer": "The Agreement is not assignable, including any assignment by operation of law (including but not limited to as a result of a merger or other corporate action), by either Party without the prior written consent of the other Party.", "file_path": "cuad/FuelcellEnergyInc_20191106_8-K_EX-10.1_11868007_EX-10.1_Development Agreement.txt"}, {"span": [65308, 65948], "answer": "Notwithstanding the foregoing, ExxonMobil may assign this Agreement to its Affiliates and FCE may assign this Agreement to any of its wholly-owned and wholly-controlled Affiliates, with prior written notice to the other Party, provided that (i) such assignment by FCE shall be void if at any point such Affiliate ceases to be both wholly-owned and wholly- controlled by FCE, (ii) Article 12, including but not limited to Paragraphs 12.03, 12.04 and 12.05, shall be applicable to both FCE and any Affiliate assignee of FCE, and (iii) no assignment pursuant to this sentence will relieve the Parties of their obligations under this Agreement.", "file_path": "cuad/FuelcellEnergyInc_20191106_8-K_EX-10.1_11868007_EX-10.1_Development Agreement.txt"}]
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [156950, 158247], "answer": "If, for any reason, this Agreement is not terminated pursuant to this Section 17, and the Agreement is assumed, or assignment of the same to any person or entity who has made a bona fide offer to accept an assignment of the Agreement is contemplated, pursuant to the U.S. Bankruptcy Code, then notice of such proposed assignment or assumption, setting forth: (a) the name and address of the proposed assignee; and (b) all of the terms and conditions of the proposed assignment and assumption; must be given to us within twenty (20) days after receipt of such proposed assignee's offer to accept assignment of the Agreement; and, in any event, within ten (10) days before the date application is made to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption. We will then have the prior right and option, to be exercised by notice given at any time before the effective date of such proposed assignment and assumption, to accept an assignment of the Agreement to us upon the same terms and conditions, and for the same consideration, if any, as in the bona fide offer made by the proposed assignee, less any brokerage commissions that may be payable by you out of the consideration to be paid by such assignee for the assignment of the Agreement.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between Allscripts Healthcare, LLC and Phreesia, Inc.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [32292, 32947], "answer": "As applicable under the Omnibus Reconciliation Act of 1980, until the expiration of four (4) years after the furnishing of Services pursuant to this Agreement, the Company will, upon receipt of written request, and if then requested to make such information available under the then-existing Law, make available to the Secretary of the U.S. Department of Health and Human Services, the Comptroller General of the U.S. Department of Secretary of Health and Human Services, or any of their fully-authorized representatives, the books, documents, and/or records of the Company that are necessary to verify the nature and extent of costs associated therewith.", "file_path": "cuad/PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [73206, 73537], "answer": "During the term of this Agreement, [***], each Party will have the right to engage, at its own expense, an independent auditor reasonably acceptable to the other Party to review the other Party's books and records solely for the purpose of confirming the other Party's compliance with its pricing and payment obligations hereunder.", "file_path": "cuad/PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [73804, 74238], "answer": "The auditing Party will furnish the audited Party with written notice at least [***] prior to the date that it desires to commence such audit. The Parties will mutually agree, reasonably and in good faith, on the timeframe for such audit to be conducted. Any such audit will be conducted during the audited Party's regular business hours and in a manner that minimizes interference with the audited Party's normal business activities.", "file_path": "cuad/PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [74533, 74686], "answer": "The rights set forth in this Section 17.4(b) may not be exercised by an auditing Party more frequently than one (1) time in any twelve (12)-month period.", "file_path": "cuad/PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [74869, 75095], "answer": "Each Party will bear all costs and expenses it incurs in connection with preparing for, conducting, or complying with any such audit including, in the case of the auditing Party, the costs and expenses of conducting the audit.", "file_path": "cuad/PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Collaboration Agreement between MacroGenics, Inc. and Green Cross Corp. for Development of MGAH22; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [81418, 82428], "answer": "Upon the written request of a Party (\"Requesting Party\") with reasonable advance notice and not more than once in each Calendar Year, the other Party shall permit an independent certified public accounting firm of nationally recognized standing selected by Requesting Party and reasonably acceptable to the other Party, at its own expense, to have access during normal business hours to such of the records as may be reasonably necessary to verify the accuracy of the reports under Section 8 for any Calendar Year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to the Requesting Party only whether the reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Requesting Party in connection with this audit right. This right to audit shall remain in effect throughout the life of this Agreement and for a period of three (3) years after the termination of this Agreement.", "file_path": "cuad/MACROGENICSINC_08_02_2013-EX-10-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [2868, 3544], "answer": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein.", "file_path": "cuad/HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement.txt"}]
Question: Consider the Yield Maintenance Agreement for Interest Rate Cap Transaction between UBS AG and Wells Fargo Bank, N.A. as Master Servicer for Wells Fargo Mortgage Backed Securities 2006-6 Trust; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [12185, 12545], "answer": "Notwithstanding any provision herein or in the ISDA Form         to the contrary, the obligations of Counterparty hereunder are limited         recourse obligations of Counterparty, payable solely from the Trust         Estate (as defined in the Pooling and Servicing Agreement) and the         proceeds thereof to satisfy Counterparty's obligations hereunder.", "file_path": "cuad/WELLSFARGOMORTGAGEBACKEDSECURITIES2006-6TRUST_05_11_2006-EX-10.3-Yield Maintenance Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Eco Science Solutions, Inc. and Fruit of Life Productions LLC for Kaya Fest; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [6395, 6566], "answer": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "file_path": "cuad/EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement.txt"}]
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [55108, 56015], "answer": "ExxonMobil may terminate this Agreement upon fifteen (15) days written notice, without penalty, payment or prejudice to claims and obligations then accrued, if FCE undergoes a Change in Control. Subject to requirements of applicable law, FCE will provide notice to ExxonMobil prior to, or promptly after, it becomes aware of any such Change in Control, and if prior notice is prohibited by applicable Law, as soon as practicable or after such notice is no longer prohibited, but in no event later than one (1) business day after any public announcement with respect to any such asset transfer or Change in Control. Notwithstanding anything else in this Agreement, in the event of termination under this Paragraph 12.04 ExxonMobil may terminate any licenses granted to FCE under this Agreement that would otherwise survive termination, taking into account the circumstances surrounding the Change in Control.", "file_path": "cuad/FuelcellEnergyInc_20191106_8-K_EX-10.1_11868007_EX-10.1_Development Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between Allscripts Healthcare, LLC and Phreesia, Inc.; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [104556, 104902], "answer": "Upon expiration or termination of this Agreement, the Company will (i) provide reasonable cooperation and assistance to Allscripts, at Allscripts' written request and to the extent necessary to fulfill any continuing obligations under this Agreement, in transitioning the terminated Support Services to an alternative service provider; and [***].", "file_path": "cuad/PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [57351, 57841], "answer": "If there is a change in Control of the first party,                           the second party may, entirely at their own option and                           without thereby becoming liable for any costs or                           losses which the first party or its holding company or                           any company in which it may hold shares may suffer as                           a result terminate the Agreement by notice in writing                           to first party.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}]
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [192721, 193278], "answer": "This Agreement will be interpreted and construed exclusively under the laws of the State of Texas, which laws will prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of Texas choice-of-law rules); provided, however, that if the covenants in Section 19 of this Agreement would not be enforced as written under\n\nPage 55 of 80\n\n\n\n\n\nTexas law, then the parties agree that those covenants will instead be interpreted and construed under the laws of the state in which the Franchised Business is located.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}, {"span": [248353, 248432], "answer": "The Franchise Agreement requires application of the laws of the State of Texas.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}]
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [16616, 16748], "answer": "This Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles.", "file_path": "cuad/HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement.txt"}]
Question: Consider the Collaboration Agreement between MacroGenics, Inc. and Green Cross Corp. for Development of MGAH22; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [89239, 89862], "answer": "Subject to the terms and conditions of this Agreement, Green Cross hereby grants to MacroGenics a non- exclusive, royalty-free, perpetual license, with the right to grant and authorize the grant of sublicenses, to use all Clinical Data and any data generated by Green Cross or any of its representatives or independent contractors pursuant to its performing its responsibilities under this Agreement for the research, Development, manufacture Commercialization and sales of MGAH22 and Products by MacroGenics outside the Territory and for MacroGenics to exercise its rights and fulfill its obligations under this Agreement.", "file_path": "cuad/MACROGENICSINC_08_02_2013-EX-10-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Yield Maintenance Agreement for Interest Rate Cap Transaction between UBS AG and Wells Fargo Bank, N.A. as Master Servicer for Wells Fargo Mortgage Backed Securities 2006-6 Trust; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [24904, 25566], "answer": "No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than the pledge of this Transaction to the Master Servicer pursuant to the Pooling and Servicing Agreement) shall be permitted by either party unless Moody's and Fitch have been provided notice of the same and confirm in writing (including by facsimile transmission) that they will not downgrade, qualify, withdraw or otherwise modify its then-current rating of the Certificates; provided however that except with respect to a transfer at the direction of UBS, nothing in this provision shall impose any obligation on UBS to give notice to any rating agency.", "file_path": "cuad/WELLSFARGOMORTGAGEBACKEDSECURITIES2006-6TRUST_05_11_2006-EX-10.3-Yield Maintenance Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Eco Science Solutions, Inc. and Fruit of Life Productions LLC for Kaya Fest; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [6058, 6230], "answer": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict-of-laws or choice-of law principles.", "file_path": "cuad/EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement.txt"}]
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [8636, 8940], "answer": "The Publishers grant HealthGate an exclusive right to carry out the       Services, with the exception that the Publishers shall honour current       contracts with third parties and Publisher may publish and licence content       themselves as long as it does not materially reduce HealthGate's revenue.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}]
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [24538, 24978], "answer": "Notwithstanding the foregoing, in the event ExxonMobil decides not to prosecute, defend, enforce, maintain or decides to abandon any Program Patent, then ExxonMobil will provide notice thereof to FCE, and FCE will then have the right, but not the obligation, to prosecute or maintain the Program Patent and sole responsibility for the continuing costs, taxes, legal fees, maintenance fees and other fees associated with that Program Patent.", "file_path": "cuad/FuelcellEnergyInc_20191106_8-K_EX-10.1_11868007_EX-10.1_Development Agreement.txt"}, {"span": [27221, 27611], "answer": "During the Term of this Agreement and for two (2) years thereafter, in the event that either Party decides to sell or convey its interest in or otherwise dispose of any Prior JDA Project Patent to any Non-Affiliated Third Party, such Party will inform the other Party, who will then have the right of first refusal to purchase or otherwise acquire the sole interest at same or better terms.", "file_path": "cuad/FuelcellEnergyInc_20191106_8-K_EX-10.1_11868007_EX-10.1_Development Agreement.txt"}]
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [268795, 269185], "answer": "With respect to franchisees governed by Minnesota law, we will comply with Minn. Stat. § 80C.14, Subds. 3, 4, and 5 which require, except in certain specified cases, that a franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice of non-renewal of the Franchise Agreement, and that consent to the transfer of the franchise not be unreasonably withheld.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}, {"span": [274160, 274362], "answer": "In sum, Minn. Stat. § 80C.14 (subd. 3) currently requires, except in certain specified cases, that a franchisee be given 90 days' notice of termination (with 60 days to cure) of the Franchise Agreement.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}]
Question: Consider the Collaboration Agreement between MacroGenics, Inc. and Green Cross Corp. for Development of MGAH22; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [75410, 75520], "answer": "Green Cross shall pay to MacroGenics a royalty of *** on Net Sales of Competing Products for the Royalty Term.", "file_path": "cuad/MACROGENICSINC_08_02_2013-EX-10-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [2484, 2686], "answer": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof.", "file_path": "cuad/HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement.txt"}]
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [52909, 53085], "answer": "Accordingly, either Party may terminate this Agreement or all/part of a Project for any reason and at any time upon giving the other Party sixty (60) days prior written notice.", "file_path": "cuad/FuelcellEnergyInc_20191106_8-K_EX-10.1_11868007_EX-10.1_Development Agreement.txt"}]
Question: Consider the Yield Maintenance Agreement for Interest Rate Cap Transaction between UBS AG and Wells Fargo Bank, N.A. as Master Servicer for Wells Fargo Mortgage Backed Securities 2006-6 Trust; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [11880, 12161], "answer": "The parties to this Agreement hereby agree that the law         of the State of New York shall govern their rights and duties in whole         without regard to the conflict of law provisions thereof (other than New         York General Obligations Law Sections 5-1401 and 5-1402).", "file_path": "cuad/WELLSFARGOMORTGAGEBACKEDSECURITIES2006-6TRUST_05_11_2006-EX-10.3-Yield Maintenance Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Eco Science Solutions, Inc. and Fruit of Life Productions LLC for Kaya Fest; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [1436, 1536], "answer": "The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "file_path": "cuad/EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement.txt"}]
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [17196, 17378], "answer": "Publishers may not use either Proprietary Software or             Source Code held in escrow to develop a product that competes with             those services offered by HealthGate.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}]
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [10798, 11251], "answer": "You will have the right to renew your rights to operate the Franchise Business for two (2) additional successor terms of five (5) years, so long as you have satisfied all of the conditions specified in Sections 2.2.1 through 2.2.10 before each such renewal: 2.2.1 You agree to give us written notice of your choice to renew at least six (6) months before the end of the term of this Agreement (but not more than nine (9) months before the term expires).", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between Allscripts Healthcare, LLC and Phreesia, Inc.; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [36692, 37304], "answer": "Subject to the terms and conditions of this Agreement, the Company hereby grants to Allscripts and its Affiliates a non- exclusive, royalty-free, irrevocable [***] non-transferable (except in accordance with Section 28.4), sublicensable (through multiple levels of sublicensees), fully paid-up right and license under all of the Company's Intellectual Property to, throughout the Territory, access, use, reproduce, perform, display, modify, create derivative works of, transmit, demonstrate, test, operate, port, configure, distribute, and make available the Installed Software and Subscription Software Services", "file_path": "cuad/PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [40255, 40914], "answer": "Subject to the terms and conditions of this Agreement, the Company hereby grants to Allscripts a non-exclusive, royalty-free, irrevocable , non-transferable (except in accordance with Section 28.4), sublicensable (through multiple levels of sublicensees), fully paid-up right and license under all of the Company's Intellectual Property to access, use, reproduce, perform, display, transmit, demonstrate, test, operate, port, configure, distribute, and make derivative works of the Documentation, Company Marketing Materials and Allscripts Marketing Materials, in whole or in part, throughout the Territory, for any purpose consistent with Section 8.1, [***].", "file_path": "cuad/PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [40964, 41694], "answer": "Subject to the terms and conditions of this Agreement, the Company hereby grants to Allscripts and its Affiliates a non-exclusive, royalty- free, irrevocable [***] non-transferable (except in accordance with Section 28.4), sublicensable (through multiple levels of sublicensees), fully paid- up right and license under all of the Company's Intellectual Property to use the Company's brands, trademarks, product and service names, logos and slogans (the \"Company Marks\"), throughout the Territory, solely in connection with the marketing, selling, or provision of the Installed Software and the Subscription Software Services and Merchant Processing Services permitted hereunder or to otherwise fulfill the terms of this Agreement.", "file_path": "cuad/PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Collaboration Agreement between MacroGenics, Inc. and Green Cross Corp. for Development of MGAH22; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [84579, 84758], "answer": "In no event shall Green Cross grant any sublicense to any of the rights granted to it pursuant to Section 10.1(a) for any other purpose without MacroGenics' prior written consent.", "file_path": "cuad/MACROGENICSINC_08_02_2013-EX-10-COLLABORATION AGREEMENT.txt"}, {"span": [144340, 144850], "answer": "Neither Party may assign its rights and obligations under this Agreement without the prior written consent of the other Party, provided that either Party may assign its rights and obligations under this Agreement, without such consent from the other Party, to its Affiliate or any successor in interest in connection with the sale of all or substantially all of its assets or a sale of all or substantially of the business related to MGAH22 or a Product, or a merger, acquisition or other similar transactions.", "file_path": "cuad/MACROGENICSINC_08_02_2013-EX-10-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Yield Maintenance Agreement for Interest Rate Cap Transaction between UBS AG and Wells Fargo Bank, N.A. as Master Servicer for Wells Fargo Mortgage Backed Securities 2006-6 Trust; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [2921, 2933], "answer": "1 April 2009", "file_path": "cuad/WELLSFARGOMORTGAGEBACKEDSECURITIES2006-6TRUST_05_11_2006-EX-10.3-Yield Maintenance Agreement.txt"}]
Question: Consider the Event Sponsorship Agreement between Newegg Inc. and Allied Esports International, Inc. for HyperX Esports Arena; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [10023, 10224], "answer": "Allied shall not at any time do, or cause to be done, directly or indirectly any act that may impair or tarnish any part of Newegg's goodwill and reputation in the Newegg Marks and the Newegg Products.", "file_path": "cuad/AlliedEsportsEntertainmentInc_20190815_8-K_EX-10.34_11788308_EX-10.34_Sponsorship Agreement.txt"}]
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [2484, 2685], "answer": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof", "file_path": "cuad/HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement.txt"}]
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [3887, 4163], "answer": "During the Term of this Agreement, FCE will not conduct any Work using Generation 1 Technology in Carbon Capture Applications or any Work using Generation 2 Technology, independently or with third parties outside this Agreement, without prior written approval from ExxonMobil.", "file_path": "cuad/FuelcellEnergyInc_20191106_8-K_EX-10.1_11868007_EX-10.1_Development Agreement.txt"}]
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [8636, 8940], "answer": "The Publishers grant HealthGate an exclusive right to carry out the       Services, with the exception that the Publishers shall honour current       contracts with third parties and Publisher may publish and licence content       themselves as long as it does not materially reduce HealthGate's revenue.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}]
Question: Consider the Collaboration Agreement between MacroGenics, Inc. and Green Cross Corp. for Development of MGAH22; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [133809, 134161], "answer": "In the event of a Change in Control involving Green Cross, Green Cross shall provide prompt written notice to MacroGenics following such Change in Control, and MacroGenics may, in its sole discretion, terminate this Agreement by providing written notice to Green Cross within *** of MacroGenics' receipt of such written notice of the Change in Control.", "file_path": "cuad/MACROGENICSINC_08_02_2013-EX-10-COLLABORATION AGREEMENT.txt"}, {"span": [134218, 134570], "answer": "In the event of a Change in Control involving MacroGenics, MacroGenics shall provide prompt written notice to Green Cross following such Change in Control, and Green Cross may, in its sole discretion, terminate this Agreement by providing written notice to MacroGenics within *** of Green Cross' receipt of such written notice of the Change in Control.", "file_path": "cuad/MACROGENICSINC_08_02_2013-EX-10-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Goosehead Insurance Agency, LLC and Franchisee; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [10593, 10784], "answer": "The term of this Agreement starts on the Effective Date and, unless this Agreement is earlier terminated in accordance with its provisions, will expire ten (10) years from the Effective Date.", "file_path": "cuad/GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement.txt"}]
Question: Consider the Support and Maintenance Agreement between XACCT Technologies, Inc. and Licensee; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [11169, 11658], "answer": "XACCT'S SOLE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY          FOR DAMAGES WITH RESPECT TO THE SUPPORT SERVICES UNDER ANY CONTRACT,          TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, SHALL BE          LIMITED TO THE AMOUNT PAID BY LICENSEE FOR THE SUPPORT SERVICES FOR THE          PRIOR 12 MONTHS. XACCT'S SOLE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY          FOR DAMAGES WITH RESPECT TO PRODUCT MAINTENANCE SHALL BE AS SET FORTH          IN THE LICENSE AGREEMENT.", "file_path": "cuad/XACCT Technologies, Inc.SUPPORT AND MAINTENANCE AGREEMENT.txt"}, {"span": [11692, 12156], "answer": "UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE,          SHALL XACCT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL          DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS          OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,          ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF THE PRODUCT AND          DOCUMENTATION EVEN IF XACCT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH          DAMAGES OR LOSSES.", "file_path": "cuad/XACCT Technologies, Inc.SUPPORT AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [2324, 2483], "answer": "The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\").", "file_path": "cuad/HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement.txt"}]
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [4164, 4462], "answer": "Notwithstanding the foregoing, ExxonMobil hereby grants approval for FCE solely to conduct Authorized Work using Generation 1 Technology with Authorized Third Parties for Carbon Capture Applications and any Work using Generation 2 Technology solely for Power Applications and Hydrogen Applications.", "file_path": "cuad/FuelcellEnergyInc_20191106_8-K_EX-10.1_11868007_EX-10.1_Development Agreement.txt"}]
Question: Consider the Master Joint Development Agreement between iBio Inc. and Beijing CC-Pharming Ltd. for Biopharmaceutical Development; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [20958, 21257], "answer": "Except for claims arising out of Articles 4.3 and 7.0, or as may be set forth in a SOW, neither Party will be liable for any consequential damages, lost profits, lost savings, loss of anticipated revenue, or any exemplary, punitive, special or indirect damages, even if advised of their possibility.", "file_path": "cuad/IbioInc_20200313_8-K_EX-10.1_12052678_EX-10.1_Development Agreement.txt"}]
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [65254, 65361], "answer": "The parties hereby agree that this Agreement shall be construed in             accordance with English law.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}]
Question: Consider the Event Sponsorship Agreement between Newegg Inc. and Allied Esports International, Inc. for HyperX Esports Arena; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [20695, 21190], "answer": "EXCEPTING ONLY CLAIMS MADE PURSUANT TO SECTION 12.1, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ANY LOST PROFITS, LOST REVENUES OR LOST SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE PRODUCTS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED, KNOWS OR SHOULD KNOW, OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/AlliedEsportsEntertainmentInc_20190815_8-K_EX-10.34_11788308_EX-10.34_Sponsorship Agreement.txt"}]
Question: Consider the Collaboration Agreement between MacroGenics, Inc. and Green Cross Corp. for Development of MGAH22; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [83762, 84440], "answer": "Subject to the terms and conditions of this Agreement, MacroGenics hereby grants to Green Cross an exclusive, royalty- bearing (i) license, with the right to grant sublicenses (subject to Section 10.1(b)), under the MacroGenics Licensed Technology and the MacroGenics Licensed Trademarks; and (ii) to the extent needed under this Section 10.1(a), sublicense under the MacroGenics Licensed Technology licensed pursuant to the Upstream Agreements, in the case of each of (i) and (ii), to conduct the Phase I Clinical Development Plan and Phase II Clinical Development Plan, and to distribute, sell, offer for sale and import Products in the Field in the Territory during the Term.", "file_path": "cuad/MACROGENICSINC_08_02_2013-EX-10-COLLABORATION AGREEMENT.txt"}, {"span": [88777, 88928], "answer": "The license granted pursuant to this Section 10.3 shall be non­exclusive in the Territory and exclusive in the rest of the world outside the Territory.", "file_path": "cuad/MACROGENICSINC_08_02_2013-EX-10-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Burger King Corporation and International Fast Food Polska SP ZO.O. for Burger King Restaurants in Poland; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [55790, 56093], "answer": "The Franchisee  will not directly or indirectly,  at any time during the term of this Agreement or thereafter,  do or cause to be done any act or thing  disputing,  attacking or in any way impairing the validity of and BKC's right,  title or interest in the Burger King Marks and the Burger King System.", "file_path": "cuad/INTERNATIONALFASTFOODCORP_04_04_1997-EX-99-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Support and Maintenance Agreement between XACCT Technologies, Inc. and Licensee; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [12830, 13018], "answer": "The laws of the State of California          shall govern all issues arising under or relating to this Agreement,          without giving effect to the conflict of laws principles thereof.", "file_path": "cuad/XACCT Technologies, Inc.SUPPORT AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Allscripts Healthcare, LLC and Phreesia, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [61469, 61711], "answer": "Except for the performance of the Merchant Processing Services, the Company will not subcontract any of its obligations under this Agreement to a third party, including the provision of any Services, without Allscripts' prior written consent.", "file_path": "cuad/PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [109886, 110316], "answer": "Neither Party may assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily or involuntarily, without the other Party's prior written consent, which will not be unreasonably withheld, conditioned, or delayed. Any assignment, delegation, or other transfer without such prior written consent will be null and void.", "file_path": "cuad/PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT.txt"}]