orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Endorsement Agreement between Famous Fixins, Inc. and Pey Dirt, Inc. for Peyton Manning's Likeness; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [24999, 25163], "answer": "The rights granted Company hereunder shall be used only by it and shall not, without the prior written consent of Pey Dirt, be transferred or assigned to any other.", "file_path": "cuad/WARNINGMANAGEMENTSERVICESINC_12_10_1999-EX-10-ENDORSEMENT AGREEMENT.txt"}, {"span": [25165, 25437], "answer": "In the event of the merger or consolidation of Company with any other entity, Pey Dirt shall have the right to terminate the Contract Period by so notifying Company in writing on or before sixty (60) days after Pey Dirt has received notice of such merger or consolidation.", "file_path": "cuad/WARNINGMANAGEMENTSERVICESINC_12_10_1999-EX-10-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Gold Resource Corporation and Hochschild Mining Holdings Limited; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [13021, 13423], "answer": "Subject to the provisions of Section 8.2, if the Company determines to solicit additional equity financing subsequent to exercise of the Option but prior to Commencement of Production (hereinafter defined) at the El Aguila project, it shall provide written notice to that effect to HOC and HOC shall be entitled to exclusively provide such financing upon the terms and conditions hereinafter set forth.", "file_path": "cuad/GOLDRESOURCECORP_12_11_2008-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [221470, 221889], "answer": "Franchisee  agrees and grants to Pretzel Time and its Affiliates a perpetual and worldwide  right to use and  authorize  other  Pretzel  Time Units or other food service businesses  operated by Pretzel Time or its Affiliates,  franchisees and designees  to  use  such  ideas,  recipes,  formulas,   concepts,  methods,  and techniques  relating to the development  and/or  operation of a dessert or snack food business.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Profound Medical Inc. and Philips Medical Systems Nederland B.V.; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [42928, 43706], "answer": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "file_path": "cuad/PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT.txt"}]
Question: Consider the Application Development Agreement between InfinixSoft Global LLC and Clickstream Corporation; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [15905, 16202], "answer": "If the Client, in its reasonable discretion, consents, the Client is hereby granted an exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, distribute, modify, publish, and otherwise exploit the incorporated items in connection with the work product developed for the Client.", "file_path": "cuad/ClickstreamCorp_20200330_1-A_EX1A-6 MAT CTRCT_12089935_EX1A-6 MAT CTRCT_Development Agreement.txt"}]
Question: Consider the License and Reseller Agreement between Ehave, Inc. and Companion Healthcare Technologies Corp.; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [16859, 17201], "answer": "For so long as the appointment set out in Section 2(a) is exclusive, CHT shall not enter into an agreement (a \"Competitive Transaction\") with any other Person related to the license, sub-license, sale, resale or provide service, solutions, goods or products, that are substantially similar to or competitive with the Ehave Companion Solution.", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}]
Question: Consider the Product Development and Co-Branding Agreement between Integrity Incorporated and Time Life, Inc. for 'Songs 4 Worship' Series; Is there a most favored nation clause in this contract?
Relevant contract clauses:
[{"span": [11474, 11682], "answer": "If for any reason, Integrity and TL are subject to lower \"free                   goods\" limits by any third party license, the foregoing shall                   be adjusted to comply with any such license(s).", "file_path": "cuad/IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement.txt"}]
Question: Consider the Master Supply Agreement between Premier Nutrition Company, LLC and Fonterra (USA) Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [21036, 21401], "answer": "This Agreement will commence on the Effective Date and continue for an Initial Term of five (5) years, and will automatically renew for additional periods of five (5) years unless one Party notifies the other of its intention not to renew, no less than 12 months prior to the expiration of the then-current term, unless terminated as permitted under this Agreement.", "file_path": "cuad/BELLRINGBRANDS,INC_02_07_2020-EX-10.18-MASTER SUPPLY AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Profound Medical Inc. and Philips Medical Systems Nederland B.V.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [41651, 41990], "answer": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "file_path": "cuad/PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT.txt"}, {"span": [42928, 43706], "answer": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "file_path": "cuad/PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [31815, 32902], "answer": "Pretzel  Time hereby  grants to  Franchisee  and  Franchisee  agrees to undertake,  during the term of this  Agreement and upon the terms and conditions stated in this Agreement, the right, license and privilege to operate,  conduct,\n\n\n\n\n\nand do business  and to use certain  trade  names,  trademarks,  service  marks, logos,  and other  commercial  symbols,  including  Pretzel Time (referred to as \"Marks\") solely and  exclusively for the operation of one retail  franchise Unit (referred to as \"Franchise\"), which is in the form of a (Store/Kiosk/Cart),  and to sell  those  Products  known as  Pretzel  Time  pretzels  and  other  Pretzel Time-approved   menu  items  and  Products   further   described  in  Section  2 (hereinafter \"Products\") in accordance with the provisions of this Agreement and in accordance with rules,  standards,  systems,  and procedures as prescribed by Pretzel Time which may be changed,  improved and further  developed from time to time,  (hereinafter  \"Pretzel  Time  System\"),  at one (1) location  only,  such location to be\n\n (hereinafter \"Site\").", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}, {"span": [221470, 221889], "answer": "Franchisee  agrees and grants to Pretzel Time and its Affiliates a perpetual and worldwide  right to use and  authorize  other  Pretzel  Time Units or other food service businesses  operated by Pretzel Time or its Affiliates,  franchisees and designees  to  use  such  ideas,  recipes,  formulas,   concepts,  methods,  and techniques  relating to the development  and/or  operation of a dessert or snack food business.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Gold Resource Corporation and Hochschild Mining Holdings Limited; Is there a most favored nation clause in this contract?
Relevant contract clauses:
[{"span": [35002, 35519], "answer": "The Company shall immediately inform HOC and provide HOC with a copy of any other standstill provisions in any agreement pertaining to the matters set forth in this Article 6, entered into by the Company with another person subsequent to the date hereof, and notwithstanding delivery of such notice and a copy of any such provisions, HOC shall have the full benefit of any materially more favourable terms, in the opinion of HOC, contained in such standstill and Section 6.1 shall be deemed to be amended accordingly.", "file_path": "cuad/GOLDRESOURCECORP_12_11_2008-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Application Development Agreement between InfinixSoft Global LLC and Clickstream Corporation; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [8274, 8415], "answer": "The Developer shall not develop, maintain or market a similar platform and will not compete with the Client directly or indirectly worldwide.", "file_path": "cuad/ClickstreamCorp_20200330_1-A_EX1A-6 MAT CTRCT_12089935_EX1A-6 MAT CTRCT_Development Agreement.txt"}]
Question: Consider the Product Development and Co-Branding Agreement between Integrity Incorporated and Time Life, Inc. for 'Songs 4 Worship' Series; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [26467, 26816], "answer": "This Agreement has been entered into in the State of                   Tennessee, and the validity, interpretation and legal effect                   of this Agreement will be governed by the laws of the State of                   Tennessee applicable to contracts entered into and performed                   entirely within the State of Tennessee.", "file_path": "cuad/IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement.txt"}]
Question: Consider the Reseller Agreement between TouchStar Software Corporation and Worldwide Strategies; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [33630, 33932], "answer": "At a minimum, Reseller will subscribe for and maintain           during the Term and for a period of two (2) years thereafter,           commercial general liability insurance and errors and omission           insurance in minimum amounts of Two Million Dollars (US$2,000,000) per           occurrence.", "file_path": "cuad/WORLDWIDESTRATEGIESINC_11_02_2005-EX-10-RESELLER AGREEMENT.txt"}, {"span": [34178, 34613], "answer": "Reseller will ensure that any persons or entities           engaged by or employed by it will carry and maintain such insurance           coverage. Each policy will include a provision requiring notice to the           other party at least thirty (30) days prior to any cancellation,           non-renewal, or material modification of the policy and will require           that each policy will name TouchStar as an additional insured.", "file_path": "cuad/WORLDWIDESTRATEGIESINC_11_02_2005-EX-10-RESELLER AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between Famous Fixins, Inc. and Pey Dirt, Inc. for Peyton Manning's Likeness; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [25165, 25437], "answer": "In the event of the merger or consolidation of Company with any other entity, Pey Dirt shall have the right to terminate the Contract Period by so notifying Company in writing on or before sixty (60) days after Pey Dirt has received notice of such merger or consolidation.", "file_path": "cuad/WARNINGMANAGEMENTSERVICESINC_12_10_1999-EX-10-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the License and Reseller Agreement between Ehave, Inc. and Companion Healthcare Technologies Corp.; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [17202, 17607], "answer": "For clarity, a Competitive Transaction shall not include an agreement for use, integration or interfacing, or co-marketing, of the Ehave Companion Solution with other services, solutions, devices, goods or products, where such other services, solutions, devices, goods or products do not contain the same or similar functionality of the Ehave Companion Solution, but provides for a complementary solution.", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}]
Question: Consider the Endorsement Agreement between Famous Fixins, Inc. and Pey Dirt, Inc. for Peyton Manning's Likeness; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [2453, 2723], "answer": "Pey Dirt grants to Company the exclusive right and license to use Manning Identification within the Contract Territory during the Contract Period in connection with the advertisement and promotion by Company of Products in television, radio, print and point of purchase.", "file_path": "cuad/WARNINGMANAGEMENTSERVICESINC_12_10_1999-EX-10-ENDORSEMENT AGREEMENT.txt"}, {"span": [3327, 3581], "answer": "Pey Dirt expressly agrees that the right to use Manning Identification will not be granted to anyone other than Company for use within the Contract Territory during the Contract Period in connection with the advertisement, promotion and sale of Products.", "file_path": "cuad/WARNINGMANAGEMENTSERVICESINC_12_10_1999-EX-10-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Gold Resource Corporation and Hochschild Mining Holdings Limited; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [52017, 52223], "answer": "This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York and the laws of the United States applicable therein.", "file_path": "cuad/GOLDRESOURCECORP_12_11_2008-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Reseller Agreement between TouchStar Software Corporation and Worldwide Strategies; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [63969, 64347], "answer": "In the event that (i) TouchStar terminates this Agreement in                 accordance with any one or more of the provisions of Section 8.2                 or (ii) Reseller elects not to enter into a new agreement with\n\n\n\n\n\n                TouchStar pursuant to Section 8.1, all Customer Agreements with                 Customers shall be transferred by Reseller to TouchStar.", "file_path": "cuad/WORLDWIDESTRATEGIESINC_11_02_2005-EX-10-RESELLER AGREEMENT.txt"}, {"span": [64365, 64865], "answer": "In the event that (i) TouchStar elects not to enter into a new                 agreement with Reseller pursuant to Section 8.2 or (ii) Reseller                 terminates this Agreement in accordance with the provisions of                 Section 8.3, Reseller shall retain all Customer Agreements with                 Customers and TouchStar shall continue to provide Support                 Services under such Customer Agreements for the remaining term                 of such Customer Agreements.", "file_path": "cuad/WORLDWIDESTRATEGIESINC_11_02_2005-EX-10-RESELLER AGREEMENT.txt"}, {"span": [64948, 65372], "answer": "In the event that (a) TouchStar terminates this           Agreement in accordance with any one or more of the provisions of           Section 8.2 or (b) Reseller elects not to enter into a new agreement           with TouchStar pursuant to Section 8.1, Reseller shall refer to           TouchStar or TouchStar's designee all inquiries and orders received by           Reseller pertaining to the purchase of Support Services.", "file_path": "cuad/WORLDWIDESTRATEGIESINC_11_02_2005-EX-10-RESELLER AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Profound Medical Inc. and Philips Medical Systems Nederland B.V.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [42668, 42927], "answer": "Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology.", "file_path": "cuad/PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT.txt"}]
Question: Consider the Product Development and Co-Branding Agreement between Integrity Incorporated and Time Life, Inc. for 'Songs 4 Worship' Series; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [19511, 19640], "answer": "This agreement shall commence as of date first above written, and          shall Continue through December 31, 2004 (\"the Term\").", "file_path": "cuad/IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement.txt"}]
Question: Consider the License and Reseller Agreement between Ehave, Inc. and Companion Healthcare Technologies Corp.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [13838, 14090], "answer": "This Agreement shall be governed by, and construed and enforced in accordance with, the laws in force in the Province of Ontario (excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction).", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}]
Question: Consider the Endorsement Agreement between Famous Fixins, Inc. and Pey Dirt, Inc. for Peyton Manning's Likeness; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [26891, 26972], "answer": "This Agreement shall be governed and construed according to the law of Tennessee.", "file_path": "cuad/WARNINGMANAGEMENTSERVICESINC_12_10_1999-EX-10-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Application Development Agreement between InfinixSoft Global LLC and Clickstream Corporation; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [24175, 24244], "answer": "This Agreement shall be governed by the laws of the state of Florida.", "file_path": "cuad/ClickstreamCorp_20200330_1-A_EX1A-6 MAT CTRCT_12089935_EX1A-6 MAT CTRCT_Development Agreement.txt"}]
Question: Consider the Supply Agreement between Profound Medical Inc. and Philips Medical Systems Nederland B.V.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [41651, 41990], "answer": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "file_path": "cuad/PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT.txt"}, {"span": [42928, 43706], "answer": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "file_path": "cuad/PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [131764, 132075], "answer": "Franchisee assigns to Pretzel  Time or its designee all of  Franchisee's  right,  title and interest  in and to any and  all  such  Promotional  Allowances  and  authorizes Pretzel  Time or its  designee to collect any such  Promotional  Allowances  for remission to the general operating funds of Pretzel Time.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}, {"span": [221891, 222171], "answer": "If incorporated into the Pretzel Time System for the development and/or operation of Pretzel Time Units, such ideas, recipes, formulas, concepts, methods and techniques  shall become the sole and exclusive  property of Pretzel Time without any further consideration to Franchisee.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [43715, 44082], "answer": "Franchisee,  in  partial  consideration  of the  grant of a  franchise, agrees to pay to Pretzel  Time a  continuing  Royalty of seven  percent  (7%) of Franchisee's  net  revenues  (as  defined  in  Section  1) on a weekly  basis as specified in this  Section;  provided  only 4% Royalty  shall be payable on TCBY frozen yogurt and other TCBY frozen yogurt products.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}, {"span": [45188, 45421], "answer": "Franchisee  agrees to pay on a weekly basis to Pretzel Time, as partial consideration  for the grant of the Franchise,  an  Advertising  Fund Fee of one percent  (1%) of Net revenues  for the  preceding  week as defined in Section 1.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}, {"span": [206446, 206634], "answer": "As compensation for the management services provided,  Pretzel Time shall charge such fund ten  percent  (10%) of the  Unit's net  revenues  during the period of Pretzel Time's management.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Giggles N' Hugs, Inc. and Kiddo, Inc.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [13467, 14266], "answer": "Consultant agrees to disclose in writing to the Company all inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, techniques, know-how, algorithms, technical and business plans, specifications, hardware, circuits, computer languages, computer programs, databases, user interfaces, encoding techniques, and other materials or innovations of any kind that Consultant may make, conceive, develop or reduce to practice, alone or jointly with others, in connection with performing Services or that result from or that are related to such Services, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection (collectively, \"Innovations\"). (ii) Ownership of Innovations", "file_path": "cuad/GIGGLESN_HUGS,INC_06_23_2016-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [14268, 15688], "answer": "Consultant and the Company agree that, to the fullest extent legally possible, all Innovations will be works made for hire owned exclusively by the Company. Consultant agrees that, regardless of whether the Innovations are legally works made for hire, all Innovations will be the sole and exclusive property of the Company. Consultant hereby irrevocably transfers and assigns to the Company, and agrees to irrevocably transfer and assign to the Company, all right, title and interest in and to the Innovations, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, \"Intellectual Property Rights\") therein. At the Company's request and expense, during and after the term of this Agreement, Consultant will assist and cooperate with the Company in all respects and will execute documents, and, subject to the reasonable availability of Consultant, give testimony and take such further acts reasonably requested by the Company to enable the Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Innovations. Consultant hereby appoints the officers of the Company, as Consultant's attorney-in-fact to execute documents on behalf of Consultant for this limited purpose.", "file_path": "cuad/GIGGLESN_HUGS,INC_06_23_2016-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [16028, 16353], "answer": "Consultant also hereby irrevocably transfers and assigns to the Company, and agrees to irrevocably transfer and assign to the Company, and waives and agrees never to assert, any and all Moral Rights (as defined below) that Consultant may have in or with respect to any Innovation, during and after the term of this Agreement.", "file_path": "cuad/GIGGLESN_HUGS,INC_06_23_2016-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Application Development Agreement between InfinixSoft Global LLC and Clickstream Corporation; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [1873, 2141], "answer": "This Agreement shall become effective as of the Effective Date and, unless otherwise terminated in accordance with the provisions of Section 4 of this Agreement, will continue until the expiration of the Warranty Period as defined in subsection 9(a) of this Agreement.", "file_path": "cuad/ClickstreamCorp_20200330_1-A_EX1A-6 MAT CTRCT_12089935_EX1A-6 MAT CTRCT_Development Agreement.txt"}]
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [152041, 152144], "answer": "Accordingly, Franchisee agrees no Transfer shall be made without Pretzel Time's prior written approval.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}, {"span": [152146, 152263], "answer": "Any Transfer  without such approval shall constitute a breach of this Agreement  and shall be void and of no  effect.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Profound Medical Inc. and Philips Medical Systems Nederland B.V.; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [18015, 18326], "answer": "Notwithstanding Customer's obligations pursuant to clauses 3.1 and 3.4, the first [Redacted - Commercially Sensitive] of each Forecast shall constitute a binding commitment of Customer to purchase the quantities of Products set forth in the relevant Forecast for such [Redacted - Commercially Sensitive] period.", "file_path": "cuad/PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Giggles N' Hugs, Inc. and Kiddo, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [19012, 19376], "answer": "The services provided for in this Agreement, are of a personal nature and Consultant may not assign or transfer any of Consultant's rights or delegate any of Consultant's obligations under this Agreement, in whole or in part, without the Company's express prior written consent. Any attempted assignment, transfer or delegation, without such consent, will be void.", "file_path": "cuad/GIGGLESN_HUGS,INC_06_23_2016-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the License and Reseller Agreement between Ehave, Inc. and Companion Healthcare Technologies Corp.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [46904, 47149], "answer": "This term of this Agreement and the rights and obligations of the Parties hereto shall commence as of the Effective Date and shall continue in perpetuity (the \"Term\"), unless terminated earlier in accordance with the provisions contained herein.", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}]
Question: Consider the Walabot HOME Reseller Agreement between Vayyar Imaging Ltd. and Inde Living Holdings, Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [11885, 12465], "answer": "TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUPPLIER BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS; (C) ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES. THE AGGREGATE LIABILITY OF SUPPLIER UNDER, OR IN CONNECTION WITH, THIS AGREEMENT SHALL BE EQUAL TO THE LESSER OF: (i) ***; AND (ii) ***.", "file_path": "cuad/HealthcareIntegratedTechnologiesInc_20190812_8-K_EX-10.1_11776966_EX-10.1_Reseller Agreement.txt"}]
Question: Consider the Endorsement Agreement between Famous Fixins, Inc. and Pey Dirt, Inc. for Peyton Manning's Likeness; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [986, 1093], "answer": "\"Contract Period\" shall mean that period of time commencing as of May 31, 1999 and concluding May 31, 2000.", "file_path": "cuad/WARNINGMANAGEMENTSERVICESINC_12_10_1999-EX-10-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [17023, 17250], "answer": "Women.com acknowledges that eDiets owns all right, title and interest in and to the eDiets Content, and Women.com shall not now or in the future contest the validity of the eDiets' ownership rights in and to the eDiets Content.", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}, {"span": [23667, 23964], "answer": "At no time during the term of the Agreement or thereafter shall eDiets attack, challenge or file any application with respect to any Women.com Mark. At no time during the term of the Agreement or thereafter shall Women.com attack, challenge or file any application with respect to any eDiets Mark.", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}]
Question: Consider the Reseller Agreement between TouchStar Software Corporation and Worldwide Strategies; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [47684, 48675], "answer": "To the extent that Reseller or any Other Reseller is deemed to                 be the owner of all or any portion of the TouchStar Software,                 any Intellectual Property Rights of TouchStar or any Ancillary                 Software, or any improvements or intellectual property rights                 related thereto pursuant to applicable law, Reseller (i) hereby                 assigns exclusively to TouchStar all rights of Reseller in and                 to such Software and any improvements and intellectual property                 rights related thereto royalty-free and exclusively and (ii)                 shall include in any Other Reseller Agreement provision by which                 any Other Reseller grants to TouchStar an exclusive, perpetual,                 irrevocable, royalty-free assignment of all deemed rights of                 such Other Reseller in and to such TouchStar Software, Ancillary                 Software and Intellectual Property Rights.", "file_path": "cuad/WORLDWIDESTRATEGIESINC_11_02_2005-EX-10-RESELLER AGREEMENT.txt"}]
Question: Consider the Development Agreement between CNS Pharmaceuticals, Inc. and WPD Pharmaceuticals; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [15758, 16227], "answer": "WPD shall, and shall cause its respective affiliates, to permit CNS and its respective designated representatives, at reasonable times and upon reasonable prior notice to such parties, to review the books and records of WPD and any of its affiliates and to discuss the affairs, finances and condition of such party and any of its affiliates with the officers of such entities and any of their affiliates in relation to their compliance with this section, as applicable.", "file_path": "cuad/CnsPharmaceuticalsInc_20200326_8-K_EX-10.1_12079626_EX-10.1_Development Agreement.txt"}]
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [36715, 36887], "answer": "Each party agrees that the sole and exclusive remedy for a breach of the warranties set forth in this Section 12 shall be the indemnification set forth in Section 13 below.", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}, {"span": [41949, 42425], "answer": "EXCEPT FOR BREACHES OF SECTION 11 OR BREACHES OF ANY LICENSE GRANT SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}]
Question: Consider the Reseller Agreement between TouchStar Software Corporation and Worldwide Strategies; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [19613, 20025], "answer": "TouchStar hereby grants to Reseller, with the additional right                 to grant to Other Resellers who or which enter into an Other                 Reseller Agreement, the nontransferable and nonexclusive right                 and license to use one copy of the TouchStar Software as                 necessary to demonstrate the TouchStar Software to potential                 Customers in the Territory.", "file_path": "cuad/WORLDWIDESTRATEGIESINC_11_02_2005-EX-10-RESELLER AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between Teardrop Putter Corporation and Consolidated Artists Inc. for Brett Ogle; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [14116, 14467], "answer": "Consolidated Artists and Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "file_path": "cuad/TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Giggles N' Hugs, Inc. and Kiddo, Inc.; Is there a clause preventing the solicitation of employees in this contract?
Relevant contract clauses:
[{"span": [11937, 12276], "answer": "Consultant will not, during the Term, and for a period of one (1) year thereafter, directly or indirectly: (i) solicit, recruit or promote the solicitation or recruitment of any employee or consultant of the Company for the purpose of encouraging that employee or consultant to leave the Company's employ or sever an agreement for services", "file_path": "cuad/GIGGLESN_HUGS,INC_06_23_2016-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [30897, 31297], "answer": "A Transfer shall also be deemed to include a merger or consolidation of Franchisee  with  any  other  entity,  the  issuance  of  additional  securities representing,  or convertible into, an Ownership  Interest in Franchisee and any Transfer as a result of death  (subject to this Section),  divorce,  insolvency, corporate or  partnership  dissolution  proceedings or otherwise by operation of law.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}, {"span": [45820, 46256], "answer": "If Franchisee desires to assign his rights under the Franchise to a new franchisee,  Franchisee  (Assignor of the  Franchise),  agrees to pay to Pretzel Time a transfer  fee equal to the  greater of SIX  THOUSAND  TWO  HUNDRED  FIFTY DOLLARS  ($6,250.00) or the then current  transfer fee being paid by franchisees upon the assignment, gift, bequeath or transfer of ownership of the Franchise to cover administrative costs and expenses.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}, {"span": [160861, 161557], "answer": "Franchisee shall                   furnish  Pretzel  Time at the  time of the  execution  of this                   Agreement or of assignment to the  corporation  or partners of                   Franchisee, a written agreement stating that no stockholder or                   partner  will  sell,  assign  or  transfer  voluntarily  or by                   operation  of law  any  securities  of  Franchisee,  or  other                   ownership  interest  in  Franchisee,  to any  person or entity                   other than existing shareholders or partnership, to the extent                   permitted  hereunder,  without  the prior  written  consent of                   Pretzel Time.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Profound Medical Inc. and Philips Medical Systems Nederland B.V.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [62565, 63204], "answer": "This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate.", "file_path": "cuad/PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT.txt"}]
Question: Consider the Development Agreement between CNS Pharmaceuticals, Inc. and WPD Pharmaceuticals; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [2959, 3062], "answer": "\"Development Fee\" means 50% of the Net Sales for any Development Products in the Development Territory.", "file_path": "cuad/CnsPharmaceuticalsInc_20200326_8-K_EX-10.1_12079626_EX-10.1_Development Agreement.txt"}, {"span": [6094, 6589], "answer": "The first Development Fees payment shall be due forty-five days after the end of the Calendar Quarter in which the first Sale of a Development Product took place. Thereafter, WPD shall furnish to CNS Development Fees no later than forty-five days after the end of each Calendar Quarter for the Sale of Development Products through the end of such Calendar Quarter and shall further furnish CNS with a written statement setting forth an accounting showing the calculation of the Development Fees.", "file_path": "cuad/CnsPharmaceuticalsInc_20200326_8-K_EX-10.1_12079626_EX-10.1_Development Agreement.txt"}]
Question: Consider the Walabot HOME Reseller Agreement between Vayyar Imaging Ltd. and Inde Living Holdings, Inc.; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [15044, 15960], "answer": "In addition to the foregoing, if, at the time of termination of this Agreement, Reseller shall have additional Product units in its inventory and is able to sell them to Customers and/or End Users (including, without limitation, any Product units for which Reseller has or is obligated to pay the Supplier the purchase price therefor but which have not yet been delivered to the Reseller by Supplier, which Supplier hereby agrees to either deliver as otherwise contemplated by this Agreement as if it had not terminated or to refund the purchase price therefor), then the licenses and appointments described in Section 2 shall remain in effect with respect to such unsold Product units (and such Section 2 shall not terminate) until the earlier of (i) the date on which the last Product in Reseller's inventory is sold to a Customer and/or End User, or (ii) 1 year from the date of the termination of this Agreement.", "file_path": "cuad/HealthcareIntegratedTechnologiesInc_20190812_8-K_EX-10.1_11776966_EX-10.1_Reseller Agreement.txt"}]
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [41949, 42621], "answer": "EXCEPT FOR BREACHES OF SECTION 11 OR BREACHES OF ANY LICENSE GRANT SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATIONS ON LIABILITY FOR DAMAGES SET FORTH IN THIS AGREEMENT SHALL BE INAPPLICABLE TO EACH PARTY'S CONTRACTUAL OBLIGATION TO INDEMNIFY THE OTHER PARTY AS SET FORTH IN SECTIONS 2.6 AND 13.", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}]
Question: Consider the Reseller Agreement between TouchStar Software Corporation and Worldwide Strategies; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [19313, 19557], "answer": "Upgrades and enhancements to the TouchStar Software or           Support Services shall automatically be deemed included as TouchStar           Software or Support Services, as applicable, unless TouchStar notifies           Reseller otherwise.", "file_path": "cuad/WORLDWIDESTRATEGIESINC_11_02_2005-EX-10-RESELLER AGREEMENT.txt"}, {"span": [19613, 20025], "answer": "TouchStar hereby grants to Reseller, with the additional right                 to grant to Other Resellers who or which enter into an Other                 Reseller Agreement, the nontransferable and nonexclusive right                 and license to use one copy of the TouchStar Software as                 necessary to demonstrate the TouchStar Software to potential                 Customers in the Territory.", "file_path": "cuad/WORLDWIDESTRATEGIESINC_11_02_2005-EX-10-RESELLER AGREEMENT.txt"}, {"span": [49643, 49787], "answer": "Reseller grants to           TouchStar a right and license to use the Reseller Marks in the           preparation of the Private Label Software.", "file_path": "cuad/WORLDWIDESTRATEGIESINC_11_02_2005-EX-10-RESELLER AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Giggles N' Hugs, Inc. and Kiddo, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [17615, 17860], "answer": "This Agreement will be governed by and construed in accordance with the laws of the State of California excluding that body of law pertaining to conflict of laws, except with respect to issues governed by the copyright laws of the United States.", "file_path": "cuad/GIGGLESN_HUGS,INC_06_23_2016-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between Teardrop Putter Corporation and Consolidated Artists Inc. for Brett Ogle; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [5070, 5539], "answer": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "file_path": "cuad/TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Profound Medical Inc. and Philips Medical Systems Nederland B.V.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [35275, 35413], "answer": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips", "file_path": "cuad/PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT.txt"}]
Question: Consider the Development Agreement between CNS Pharmaceuticals, Inc. and WPD Pharmaceuticals; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [20048, 20157], "answer": "This Agreement will be governed by, construed and enforced in accordance with the laws of the State of Texas.", "file_path": "cuad/CnsPharmaceuticalsInc_20200326_8-K_EX-10.1_12079626_EX-10.1_Development Agreement.txt"}]
Question: Consider the Walabot HOME Reseller Agreement between Vayyar Imaging Ltd. and Inde Living Holdings, Inc.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [2109, 2426], "answer": "In connection with the foregoing appointment, Supplier hereby grants Reseller a non-transferable, revocable, limited right to resell, market, promote, stimulate interest in, and solicit Orders by Customers and/or End Users in the Territory for the Products and to provide services in connection with those activities.", "file_path": "cuad/HealthcareIntegratedTechnologiesInc_20190812_8-K_EX-10.1_11776966_EX-10.1_Reseller Agreement.txt"}]