orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Impresse Corporation; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [13302, 13521], "answer": "During the Term of this Agreement, Impresse agrees to purchase from VerticalNet Banners and Newsletters for a total price of at least $[*] as set forth below in this Section 4.3  [BANNER/NEWSLETTER PURCHASE COMMITMENT].", "file_path": "cuad/ImpresseCorp_20000322_S-1A_EX-10.11_5199234_EX-10.11_Co-Branding Agreement.txt"}, {"span": [13813, 14131], "answer": "Impresse agrees to purchase at least $[*] of such Banners and Newsletters in each calendar quarter after the Effective Date until a total of $[*] have been purchased, provided, the total dollar amount purchased by Impresse in any calendar quarter shall not consist of greater than 70% of either Banners or Newsletters.", "file_path": "cuad/ImpresseCorp_20000322_S-1A_EX-10.11_5199234_EX-10.11_Co-Branding Agreement.txt"}]
Question: Consider the Intellectual Property Agreement between Honeywell International Inc. and Garrett Motion Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [42980, 43294], "answer": "Any disputes arising out of or relating to this Agreement, including to its execution, performance or enforcement, shall be governed by, and construed in accordance with, the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof.", "file_path": "cuad/GarrettMotionInc_20181001_8-K_EX-2.4_11364532_EX-2.4_Intellectual Property Agreement.txt"}]
Question: Consider the Cooperation Agreement between the City of Fort Stockton, Texas and STW Resources Holding Corp. for Water Well Development; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [3723, 3907], "answer": "STW shall administer and provide all necessary and reasonable insurance to insure its activities on the Property in relation to the AGREEMENT and shall list COFS as additional insured.", "file_path": "cuad/STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT.txt"}]
Question: Consider the Master Development and Manufacturing Agreement between Magenta Therapeutics, Inc. and Bachem Americas, Inc.; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [57256, 57665], "answer": "Bachem shall, during the Initial Term and any Renewal Terms, and [***] after the expiration of the last Product is delivered, obtain and maintain, at its own cost and expense and from a qualified insurance company, comprehensive general liability insurance including, but not limited to, contractual liability coverage and standard product liability coverage in an amount commensurate with industry standards.", "file_path": "cuad/Magenta Therapeutics, Inc. - Master Development and Manufacturing Agreement.txt"}, {"span": [57746, 58130], "answer": "Bachem shall provide, and shall cause its Affiliates and sublicensees who perform activities in connection with the manufacture of Product to provide, to Magenta, upon its reasonable request, a statement of coverages, amounts of insurance, and deductibles, and a copy of all policies including clauses within the policies that the insurance company has a duty to defend and indemnify.", "file_path": "cuad/Magenta Therapeutics, Inc. - Master Development and Manufacturing Agreement.txt"}]
Question: Consider the Promotion Agreement between CNET, Inc. and Cyberian Outpost, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [9018, 9147], "answer": "For each month during the Term, the Company will pay CNET a                  minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "file_path": "cuad/CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between Xybernaut Corporation and Alex Job Racing, Inc. for Racing Team Promotion; Is there a non-disparagement clause in this contract?
Relevant contract clauses:
[{"span": [19178, 19416], "answer": "AJR shall not take any action or suffer any action to occur, whether taken by the Team or others,  which could result in an adverse impact on XC, its Licensed Materials and the goodwill associated  therewith as a result of this Agreement.", "file_path": "cuad/XYBERNAUTCORP_07_12_2002-EX-4-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between Beijing Sun Seven Stars Culture Development Limited and You On Demand Holdings, Inc.; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [26622, 27053], "answer": "EXCEPT FOR THE ABOVE INDEMNIFICATION OBLIGATIONS AND FOR BREACHES OF SECTION 14, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS), WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Impresse Corporation; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [14846, 15116], "answer": "Impresse shall pay VerticalNet [*]of Impresse VerticalNet Revenue accruing during the term of this Agreement, payable to VerticalNet on or before the thirtieth day of the calendar quarter immediately following the quarter in which such revenue was collected by Impresse.", "file_path": "cuad/ImpresseCorp_20000322_S-1A_EX-10.11_5199234_EX-10.11_Co-Branding Agreement.txt"}, {"span": [16025, 16319], "answer": "If government regulations prevent Impresse from sharing any revenues associated with Impresse Services, VerticalNet and Impresse shall negotiate in good faith a compensation structure that seeks to provide VerticalNet with compensation equal to that set forth in Section 4.6  [REVENUE SHARING].", "file_path": "cuad/ImpresseCorp_20000322_S-1A_EX-10.11_5199234_EX-10.11_Co-Branding Agreement.txt"}]
Question: Consider the Intellectual Property Agreement between Nuance Communications, Inc. and Cerence Inc.; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [21813, 22437], "answer": "SpinCo agrees that it will not (i) oppose, challenge, petition to cancel, contest or threaten in any way, or assist another party in opposing, challenging, petitioning to cancel, contesting or threatening in any way, any application or registration by Nuance or its Affiliates or their respective licensees for any Nuance IP, (ii) engage in any act, or purposefully omit to perform any act, that impairs or adversely affects the rights of Nuance or any member of the Nuance Group in and to any Nuance IP or (iii) apply for any registration (including federal, state and national registrations) with respect to the Nuance IP.", "file_path": "cuad/CerenceInc_20191002_8-K_EX-10.4_11827494_EX-10.4_Intellectual Property Agreement.txt"}, {"span": [28178, 28802], "answer": "Nuance agrees that it will not (i) oppose, challenge, petition to cancel, contest or threaten in any way, or assist another party in opposing, challenging, petitioning to cancel, contesting or threatening in any way, any application or registration by SpinCo or its Affiliates or their respective licensees for any SpinCo IP, (ii) engage in any act, or purposefully omit to perform any act, that impairs or adversely affects the rights of SpinCo or any member of the SpinCo Group in and to any SpinCo IP or (iii) apply for any registration (including federal, state and national registrations) with respect to the SpinCo IP.", "file_path": "cuad/CerenceInc_20191002_8-K_EX-10.4_11827494_EX-10.4_Intellectual Property Agreement.txt"}]
Question: Consider the Cooperation Agreement between the City of Fort Stockton, Texas and STW Resources Holding Corp. for Water Well Development; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [12390, 12516], "answer": "allow COFS or its authorized representatives to enter upon the premises at reasonable times to be arranged in advance of entry", "file_path": "cuad/STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT.txt"}]
Question: Consider the Master Development and Manufacturing Agreement between Magenta Therapeutics, Inc. and Bachem Americas, Inc.; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [30925, 31102], "answer": "In the event that Magenta does not inform Bachem within the [***] period that the Product does not meet the Specifications, Magenta shall be deemed to have accepted the Product.", "file_path": "cuad/Magenta Therapeutics, Inc. - Master Development and Manufacturing Agreement.txt"}]
Question: Consider the Promotion Agreement between CNET, Inc. and Cyberian Outpost, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [19869, 20205], "answer": "This Agreement may not be assigned by either party, except           (a) to the transferee of substantially all of the business operations           of such party (whether by asset sale, stock sale, merger or otherwise)           or (b) to any entity that controls, is controlled by or is under           common control with such party.", "file_path": "cuad/CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between Xybernaut Corporation and Alex Job Racing, Inc. for Racing Team Promotion; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [1519, 1888], "answer": "In  consideration  of  the  payments,  through  the  issuance  of securities  to AJR as provided for in Section 3 hereof,  AJR agrees to designate XC as an associate sponsor and the \"exclusive  technology  sponsor\" for wearable computer  technology\" of the Team for the Season and grants to XC the rights and benefits of such sponsorship as more fully set forth herein.", "file_path": "cuad/XYBERNAUTCORP_07_12_2002-EX-4-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between Beijing Sun Seven Stars Culture Development Limited and You On Demand Holdings, Inc.; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [3392, 4272], "answer": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:   i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "file_path": "cuad/IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement.txt"}, {"span": [12654, 13081], "answer": "Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement: (i) in perpetuity with respect to Titles for which the licenses granted in Section 2(a) are perpetual; and (ii) for the duration of the applicable license term specified in Schedule A with respect to Titles for which the license term specified in Schedule A extends beyond the expiration or termination of this Agreement.", "file_path": "cuad/IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Impresse Corporation; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [39625, 40215], "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 to an Affiliate of such party, or to the surviving party in a merger or consolidation, or to a purchaser of all or substantially all of its assets.", "file_path": "cuad/ImpresseCorp_20000322_S-1A_EX-10.11_5199234_EX-10.11_Co-Branding Agreement.txt"}]
Question: Consider the Intellectual Property Agreement between Nuance Communications, Inc. and Cerence Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [36072, 36560], "answer": "Without limiting the terms set forth in Section 6.09 of the Separation Agreement, none of Nuance, SpinCo or any other member of either Group shall in any event have any Liability to the other or to any other member of the other's Group under this Agreement for any indirect, special, punitive or consequential damages, whether or not caused by or resulting from negligence or breach of obligations hereunder and whether or not informed of the possibility of the existence of such damages.", "file_path": "cuad/CerenceInc_20191002_8-K_EX-10.4_11827494_EX-10.4_Intellectual Property Agreement.txt"}]
Question: Consider the Master Development and Manufacturing Agreement between Magenta Therapeutics, Inc. and Bachem Americas, Inc.; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [60327, 60677], "answer": "NOTWITHSTANDING THE FOREGOING, THESE LIMITATIONS SHALL NOT APPLY TO DAMAGES ARISING FROM A PARTY'S (I) INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.1 OR SECTION 11.2 HEREOF, (II) GROSS NEGLIGENCE OR WILFUL MISCONDUCT, (III) BREACH OF ITS OBLIGATIONS UNDER SECTION 9 OR (IV) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY.", "file_path": "cuad/Magenta Therapeutics, Inc. - Master Development and Manufacturing Agreement.txt"}]
Question: Consider the Cooperation Agreement between the City of Fort Stockton, Texas and STW Resources Holding Corp. for Water Well Development; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [3523, 3722], "answer": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "file_path": "cuad/STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT.txt"}, {"span": [4220, 4618], "answer": "Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "file_path": "cuad/STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT.txt"}, {"span": [9691, 10310], "answer": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS.", "file_path": "cuad/STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between CNET, Inc. and Cyberian Outpost, Inc.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [11878, 12089], "answer": "provided that (a) either party may terminate this Agreement,      effective at any time after the first three\n\n       months of the Term, by giving 30 days' written notice of termination to the      other party,", "file_path": "cuad/CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between Xybernaut Corporation and Alex Job Racing, Inc. for Racing Team Promotion; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [39119, 39445], "answer": "This Agreement and all acts and  transactions  hereunder shall in all respects be governed by and construed in  accordance  with the laws of the Commonwealth of Virginia,  without regard to any of its conflicts of laws principles  which would result in the  application  of the  substantive  laws of\n\n\n\n\n\nanother jurisdiction.", "file_path": "cuad/XYBERNAUTCORP_07_12_2002-EX-4-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between Beijing Sun Seven Stars Culture Development Limited and You On Demand Holdings, Inc.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [3392, 4272], "answer": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:   i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "file_path": "cuad/IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement.txt"}, {"span": [15355, 15606], "answer": "Licensor hereby grants Licensee a non-exclusive license to use the logos, trademarks and service marks used by Licensor to identify the Titles (collectively, \"Licensor Marks\") in connection with the use of the Titles as set forth in this Agreement. Li", "file_path": "cuad/IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Impresse Corporation; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [9918, 10194], "answer": "Beginning on the Launch Date and continuing during the Term, VerticalNet shall not place advertising relating to the commercial printing entities listed on Exhibit \"A,\" or other such entities subsequently identified by Impresse, on the VerticalNet Area of the Co-Branded Site.", "file_path": "cuad/ImpresseCorp_20000322_S-1A_EX-10.11_5199234_EX-10.11_Co-Branding Agreement.txt"}]
Question: Consider the Master Development and Manufacturing Agreement between Magenta Therapeutics, Inc. and Bachem Americas, Inc.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [27875, 28037], "answer": "Magenta and its agents and designees shall have the right to audit Bachem's facilities, systems, records, procedures, and documentation related to this Agreement.", "file_path": "cuad/Magenta Therapeutics, Inc. - Master Development and Manufacturing Agreement.txt"}, {"span": [28325, 28436], "answer": "Such audits may be conducted upon reasonable notice during the term of this Agreement and for [***] thereafter.", "file_path": "cuad/Magenta Therapeutics, Inc. - Master Development and Manufacturing Agreement.txt"}, {"span": [28835, 29183], "answer": "Such person shall be given reasonable access to all records, facilities and personnel working on any Services or Project Plans for the purpose or providing advice, coordinating reviews, approvals or any other actions required to ensure compliance with this Agreement to the extent that it does not compromise the confidentiality of other customers.", "file_path": "cuad/Magenta Therapeutics, Inc. - Master Development and Manufacturing Agreement.txt"}, {"span": [35092, 35648], "answer": "Bachem shall make accessible for review by Magenta during an audit or inspection, or following Product release by Bachem's Quality Assurance Department, either onsite or on an electronic platform with restricted access rights only (as reasonably requested by Magenta), at a mutually agreeable time, all specific Batch and lot records relevant to Bachem's performance hereunder, including written investigations of any deviations and \"out-of-specification\" events that may have been generated from manufacturing, packaging, inspection, or testing processes.", "file_path": "cuad/Magenta Therapeutics, Inc. - Master Development and Manufacturing Agreement.txt"}]
Question: Consider the Cooperation Agreement between the City of Fort Stockton, Texas and STW Resources Holding Corp. for Water Well Development; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [4653, 5394], "answer": "The Post-Well Study shall provide information on the feasibility of developing a water well field in that location that would produce water from the CRA for: (a) the availability of a minimum 1,200 gallons per minute (\"GPM\") per day CRA water production for STW, its successors or assignees, to sell to communities and users within a 500-mile radius outside of COFS (the \"Permitted Sale Water\") during the Term, with the further requirement that STW would be responsible for the pipelines and pumping facilities required to transport the Permitted Sale Water to the intended end-users; and that all such water obtained from the Existing CRA Well contains acceptable levels of Total Dissolved Solids (\"TDS\") to meet municipal use standards. I", "file_path": "cuad/STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT.txt"}, {"span": [12748, 13082], "answer": "For purposes of this section, the Post-Well Study must show that the Existing CRA Well or Replacement CRA Well can produce CRA water at a minimum of 1,200 GPM or more or a combination of 1,200 GPM from one or more wells on the Property in order for STW to proceed with the obligations set forth in this section (\"Critical Criterion\").", "file_path": "cuad/STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between CNET, Inc. and Cyberian Outpost, Inc.; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [12898, 13495], "answer": "During the Term, CNET will not enter into more than      two other agreements under which CNET receives consideration from a      Competing Computer Products Retailer for displaying permanent links to or      other fixed promotions for such Competing Computer Products Retailer on any      CNET Site; provided that the foregoing will not restrict the display of(a)      standard advertisements for any Competing Computer Products Retailer or its      products or (b) any promotions within COMPUTERS.COM or within CNET's Snap!      Online service (which are expressly excluded from this provision).", "file_path": "cuad/CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between Xybernaut Corporation and Alex Job Racing, Inc. for Racing Team Promotion; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [16913, 17138], "answer": "Subject to earlier termination as provided for herein, the term of this Agreement  shall commence as of the date hereof and shall  terminate at the end of the Season which is scheduled to end on October 12, 2002 (the \"Term\").", "file_path": "cuad/XYBERNAUTCORP_07_12_2002-EX-4-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between Beijing Sun Seven Stars Culture Development Limited and You On Demand Holdings, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [7212, 7410], "answer": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A.", "file_path": "cuad/IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement.txt"}, {"span": [14776, 14941], "answer": "Such Advertising shall be determined by Licensee in its sole discretion and Licensee shall be entitled to retain all revenues resulting from the sale of Advertising.", "file_path": "cuad/IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement.txt"}, {"span": [15044, 15323], "answer": "The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and among the Licensee and the Licensor (the \"Share Consideration\").", "file_path": "cuad/IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Impresse Corporation; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [39460, 39602], "answer": "This Agreement shall be governed by and interpreted under the laws of the State of Delaware without regard to its conflicts of law provisions.", "file_path": "cuad/ImpresseCorp_20000322_S-1A_EX-10.11_5199234_EX-10.11_Co-Branding Agreement.txt"}]
Question: Consider the Master Development and Manufacturing Agreement between Magenta Therapeutics, Inc. and Bachem Americas, Inc.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [47414, 47798], "answer": "Any invention (whether patentable or not), discoveries, improvements, works-of-authorship or other intellectual property made, conceived or reduced to practice by Bachem in connection with its performance under this Agreement or any Project Plan, which expressly excludes Bachem Intellectual Property (\"Magenta Developed Intellectual Property\"), shall be exclusively owned by Magenta.", "file_path": "cuad/Magenta Therapeutics, Inc. - Master Development and Manufacturing Agreement.txt"}, {"span": [47890, 48089], "answer": "Bachem hereby assigns, and agrees to assign, to Magenta all of its right, title and interest to and in any Magenta Developed Intellectual Property, including all related intellectual property rights.", "file_path": "cuad/Magenta Therapeutics, Inc. - Master Development and Manufacturing Agreement.txt"}]
Question: Consider the Cooperation Agreement between the City of Fort Stockton, Texas and STW Resources Holding Corp. for Water Well Development; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [14049, 14195], "answer": "STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold.", "file_path": "cuad/STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT.txt"}, {"span": [18195, 18438], "answer": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection.", "file_path": "cuad/STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between CNET, Inc. and Cyberian Outpost, Inc.; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [12898, 14009], "answer": "During the Term, CNET will not enter into more than      two other agreements under which CNET receives consideration from a      Competing Computer Products Retailer for displaying permanent links to or      other fixed promotions for such Competing Computer Products Retailer on any      CNET Site; provided that the foregoing will not restrict the display of(a)      standard advertisements for any Competing Computer Products Retailer or its      products or (b) any promotions within COMPUTERS.COM or within CNET's Snap!      Online service (which are expressly excluded from this provision). The      parties acknowledge that the foregoing will not prevent CNET from      displaying text links and other references to Competing Computer Products      Retailers as reasonably necessary to provide appropriate editorial and      search related services on the CNET Sites. The Retail Promotions granted to      the Company shall be placed in such a way as to provide no more or less      prominence to the Company than is provided to any other Competing Computer      Retailer signing an agreement with CNET.", "file_path": "cuad/CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between Forty Niners SC Stadium Company LLC and Violin Memory, Inc.; Are there any third-party beneficiaries designated in this contract?
Relevant contract clauses:
[{"span": [33908, 34119], "answer": "This Agreement does not and is not intended to confer any rights upon any person other than the Parties, except that it is expressly agreed that Team and SCSA are intended third party beneficiaries of Section 8.", "file_path": "cuad/VIOLINMEMORYINC_12_12_2012-EX-10.14-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between Beijing Sun Seven Stars Culture Development Limited and You On Demand Holdings, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [5564, 6033], "answer": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "file_path": "cuad/IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement.txt"}, {"span": [31564, 32275], "answer": "Neither party may assign its rights, duties or obligations under this Agreement to any third party in whole or in part, without the other party's prior written consent, except that (i) Licensee may assign its rights and obligations to this Agreement to any of its Affiliate or subsidiaries with the prior written consent of the Licensor, and (ii) Licensor may assign its rights and obligations in this Agreement to its Affiliates or subsidiaries and either party may assign this Agreement in its entirety to any purchaser of all or substantially all of its business or assets pertaining to the line of business to which this Agreement relates or to any Affiliate of the party without the other party's approval.", "file_path": "cuad/IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Impresse Corporation; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [18631, 18731], "answer": "The Term of this Agreement shall begin on the Effective Date and shall end fifteen months therefrom.", "file_path": "cuad/ImpresseCorp_20000322_S-1A_EX-10.11_5199234_EX-10.11_Co-Branding Agreement.txt"}]
Question: Consider the Intellectual Property Agreement between Nuance Communications, Inc. and Cerence Inc.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [26912, 27905], "answer": "The licenses granted in Sections 4.01(a), (b) and (c) to the Nuance Group include the right to grant sublicenses within the scope of such licenses only to members of the Nuance Group and, without any further right to sublicense, to their respective (i) contractors, distributors, manufacturers and resellers, in each case solely for the benefit of the Nuance Business and (ii) end users and customers, in each case solely in connection with the use of products and services of the Nuance Business. Notwithstanding the forgoing, subject to Section 4.02(b) and ARTICLE VI, members of the Nuance Group may only sublicense the SpinCo Shared Technology Assets pursuant to terms and conditions as protective as those under which it licenses its own Technology of a similar nature and value, and in any event terms and conditions that provide for commercially reasonable protection for the source code, structure and other confidential and proprietary elements of the SpinCo Shared Technology Assets.", "file_path": "cuad/CerenceInc_20191002_8-K_EX-10.4_11827494_EX-10.4_Intellectual Property Agreement.txt"}]
Question: Consider the Cooperation Agreement between the City of Fort Stockton, Texas and STW Resources Holding Corp. for Water Well Development; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [16082, 16751], "answer": "STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce\"). The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "file_path": "cuad/STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT.txt"}, {"span": [17359, 17572], "answer": "If STW exercises its option to produce and transport the CRA water, STW will construct additional facilities or expand existing facilities, as necessary, to be able to produce and transport the CRA water for sale.", "file_path": "cuad/STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT.txt"}]
Question: Consider the Master Development and Manufacturing Agreement between Magenta Therapeutics, Inc. and Bachem Americas, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [64657, 65124], "answer": "Bachem will not assign this Agreement without the prior written consent of Magenta, and any purported assignment in contravention of this Section 15.2 shall be null and void; provided, however, that either Party may assign this Agreement in connection with (i) the sale, transfer or other disposition of its assets related to this Agreement, (ii) a change in control of such Party, or (iii) the sale or transfer of substantially all of such Party's outstanding stock.", "file_path": "cuad/Magenta Therapeutics, Inc. - Master Development and Manufacturing Agreement.txt"}, {"span": [65147, 65482], "answer": "Bachem shall not assign, subcontract or delegate any of its rights or obligations under this Agreement without the express prior written authorization of Magenta, provided however, that Bachem may subcontract its rights and obligations hereunder to those subcontractors identified and agreed to by the Parties in the Quality Agreement.", "file_path": "cuad/Magenta Therapeutics, Inc. - Master Development and Manufacturing Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Forty Niners SC Stadium Company LLC and Violin Memory, Inc.; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [27965, 30228], "answer": "Sponsor hereby agrees to and does (a) waive any and all suits, actions, claims, losses, demands, damages, liabilities, costs and reasonable expenses of every kind (including consequential, incidental or punitive damages, or lost profits), including court costs and reasonable attorneys' fees (collectively, \"Claims\") Sponsor may have now or in the future against Forty Niners SC, its Affiliates, the National Football League, SCSA and any of their respective officers, directors, employees, agents, insurers, and assigns (collectively, the \"Indemnitees\") for damage to or destruction of Sponsor's property, excepting only claims caused by the gross negligence or willful misconduct of an Indemnitee; (b) fully compensate Forty Niners SC, the SCSA and their respective Affiliates (\"Indemnitees\") for damage to or destruction of their tangible property caused by, resulting from, or arising out of Sponsor's negligence or willful misconduct under this Agreement; (b) defend, indemnify, protect and hold the Indemnitees harmless from and against any and all claims by Sponsor's officers, directors, employees, insurers, invitees, and agents for any personal injury or death or any property damage, regardless of how caused, including claims caused in whole or in part by the act, omission or negligence of an Indemnitee, excepting with respect to any Indemnitee only claims caused by the negligence or willful misconduct of such Indemnitee, to the extent of such negligence or willful misconduct, and (c) defend, indemnify, protect and hold harmless the Indemnitees against any and all claims by third parties, including, without limitation, all costs, liabilities, judgments, expenses, damages and reasonable attorneys' fees, arising out of or in connection with (i) any breach by Sponsor of any provision of the Agreement or any representation or warranty made by it therein; (ii) the use of the Sponsor Marks displayed in any advertising materials; (iii) any negligence or willful misconduct of Sponsor, its employees, servants and agents hereunder or in respect hereto; and (iv) any event for which Sponsor is credited with sponsorship or which is controlled or directed by Sponsor or anyone with whom Sponsor has contracted to control or direct such activities.", "file_path": "cuad/VIOLINMEMORYINC_12_12_2012-EX-10.14-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between CNET, Inc. and Cyberian Outpost, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [21783, 21958], "answer": "This Agreement will be construed in accordance with           and governed by the laws of the State of California, without regard to           principles of  conflicts of law.", "file_path": "cuad/CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT.txt"}]
Question: Consider the Content License Agreement between Beijing Sun Seven Stars Culture Development Limited and You On Demand Holdings, Inc.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [10769, 11044], "answer": "If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor).", "file_path": "cuad/IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement.txt"}, {"span": [11151, 11370], "answer": "hould Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement.", "file_path": "cuad/IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between MediaLinx Interactive, L.P. and HealthCentral.com Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [32751, 33538], "answer": "EXCEPT WITH RESPECT TO THE INDEMNITY OBLIGATIONS IN SECTION 14, THE CONFIDENTIALITY OBLIGATIONS UNDER SECTION 16, AND THE YEAR 2000 COMPLIANCE OBLIGATIONS UNDER SECTION 20, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE,\n\n                                                                              10\n\nSTRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/HealthcentralCom_19991108_S-1A_EX-10.27_6623292_EX-10.27_Co-Branding Agreement.txt"}]
Question: Consider the Intellectual Property Agreement between Nuance Communications, Inc. and Cerence Inc.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [15037, 15982], "answer": "In order to carry out the intent of the Parties with respect to the recordation of the transfers of any registrations or applications of Nuance IP or SpinCo IP, as applicable, to the extent the ownership thereof has transferred from a member of the Nuance Group to a member of the SpinCo Group, or vice versa, pursuant to the Separation Agreement or any other Ancillary Agreement, the Parties shall execute intellectual property assignments in a form substantially similar to that attached as Exhibit A1 (the \"Patent Assignment Agreement\"), Exhibit A2 (the \"Trademark Assignment Agreement\"), Exhibit A3 (the \"Domain Name Assignment Agreement\") and Exhibit A4 (the \"Invention Disclosure Assignment Agreement\") as well as such additional case specific assignments as deemed appropriate or necessary under applicable Laws (collectively, the \"Intellectual Property Assignment Agreements\") for recordation with the appropriate Governmental Authority.", "file_path": "cuad/CerenceInc_20191002_8-K_EX-10.4_11827494_EX-10.4_Intellectual Property Agreement.txt"}]
Question: Consider the Master Development and Manufacturing Agreement between Magenta Therapeutics, Inc. and Bachem Americas, Inc.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [38361, 38482], "answer": "This Agreement or any Project Plan may be terminated:\n\n(a) by Magenta for any reason upon [***] written notice to Bachem;", "file_path": "cuad/Magenta Therapeutics, Inc. - Master Development and Manufacturing Agreement.txt"}]
Question: Consider the Cooperation Agreement between the City of Fort Stockton, Texas and STW Resources Holding Corp. for Water Well Development; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [19804, 20017], "answer": "This AGREEMENT is controlled by the laws of the State of Texas, and venue for any actions brought to enforce this AGREEMENT shall be brought exclusively in a court of competent jurisdiction in Pecos County, Texas.", "file_path": "cuad/STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between CNET, Inc. and Cyberian Outpost, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [11733, 12384], "answer": "The term of this Agreement (the \"Term\") will begin on      February 1, 1998 and end on the first anniversary of the date of this      Agreement; provided that (a) either party may terminate this Agreement,      effective at any time after the first three\n\n       months of the Term, by giving 30 days' written notice of termination to the      other party, and (b) either party may terminate this Agreement at any time      by giving written notice of termination to the other party, if the other      party commits a material breach of its obligations hereunder that is not      cured within 30 days after notice thereof from the non-breaching party.", "file_path": "cuad/CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between Forty Niners SC Stadium Company LLC and Violin Memory, Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [27965, 28664], "answer": "Sponsor hereby agrees to and does (a) waive any and all suits, actions, claims, losses, demands, damages, liabilities, costs and reasonable expenses of every kind (including consequential, incidental or punitive damages, or lost profits), including court costs and reasonable attorneys' fees (collectively, \"Claims\") Sponsor may have now or in the future against Forty Niners SC, its Affiliates, the National Football League, SCSA and any of their respective officers, directors, employees, agents, insurers, and assigns (collectively, the \"Indemnitees\") for damage to or destruction of Sponsor's property, excepting only claims caused by the gross negligence or willful misconduct of an Indemnitee;", "file_path": "cuad/VIOLINMEMORYINC_12_12_2012-EX-10.14-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between Beijing Sun Seven Stars Culture Development Limited and You On Demand Holdings, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [27096, 27274], "answer": "This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles.", "file_path": "cuad/IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement.txt"}, {"span": [27609, 27752], "answer": "The merits of the dispute shall be resolved in accordance with the laws of the State of New York, without reference to its choice of law rules.", "file_path": "cuad/IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement.txt"}]
Question: Consider the Cooperation Agreement between the City of Fort Stockton, Texas and STW Resources Holding Corp. for Water Well Development; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [3935, 4219], "answer": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "file_path": "cuad/STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between MediaLinx Interactive, L.P. and HealthCentral.com Inc.; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [32751, 33538], "answer": "EXCEPT WITH RESPECT TO THE INDEMNITY OBLIGATIONS IN SECTION 14, THE CONFIDENTIALITY OBLIGATIONS UNDER SECTION 16, AND THE YEAR 2000 COMPLIANCE OBLIGATIONS UNDER SECTION 20, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE,\n\n                                                                              10\n\nSTRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/HealthcentralCom_19991108_S-1A_EX-10.27_6623292_EX-10.27_Co-Branding Agreement.txt"}]