orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Collaboration Agreement between Ginkgo Bioworks, Inc. and Berkeley Lights, Inc. for Workflow Development on the Beacon Platform; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [168839, 169129], "answer": "The insurance policies will be under an occurrence form, but if only a claims-made form is available to a Party, then such Party will continue to maintain such insurance after Expiration or the termination of this Agreement for a period of [***] ([***]) years following the end of the Term.", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}, {"span": [170136, 170842], "answer": "Upon Expiration of this Agreement: (i) the licenses granted to BLI from Ginkgo pursuant to Section 9.2 (Grants to BLI) and the licenses granted to Ginkgo from BLI in Section 9.1.1 (Scope of Grants) and 9.1.2 (License Grant to Exploit [***]) shall survive and become perpetual, irrevocable, and royalty-free, (ii) no royalties shall be payable by Ginkgo on the sale or transfer of a Licensed Product, (iii) the pricing terms for Beacon Optofluidic Machines, Consumables, and services (including Services) set forth in Section 5.2.2 (Pricing - Adjustments) shall [***], (iv) the restrictions on BLI set forth in Section 6.2.1 (Restrictions on BLI) shall survive to the extent set forth therein and (v) [***].", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}, {"span": [174108, 174658], "answer": "In the event that termination is the result of Ginkgo exercising the Buy-Down Election (including payment of the Buy-Down Amount), then, as of the effective date of termination: (a) any and all existing Headstart Periods shall immediately be deemed to have accelerated to conclusion, (b) the restrictions on BLI set forth in Section 6.2.1 (Restrictions on BLI) shall terminate; (c) the licenses granted to Ginkgo from BLI in Section 9.1.1 (Scope of Grants) and 9.1.2 (License Grant to Exploit [***]) shall survive and become perpetual and irrevocable", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}, {"span": [182542, 183196], "answer": "The Parties hereby acknowledge that, if this Agreement is terminated, then, depending on the manner of termination, Ginkgo may, as more fully set forth in Section 13.3 (Effects of Termination), be required to pay royalties to BLI with respect to Licensed Product, which royalties will be in line with BLI's then-standard commercial terms. In order for Ginkgo to more fully understand the royalty that may be owed to BLI in the event this Agreement is terminated, on an annual basis, starting at the end of the [***] Contract Year, BLI will provide Ginkgo, in writing, its then-current commercial terms with respect to royalties for the Licensed Products.", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Oxbow Carbon & Minerals LLC and Global Energy, Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [49975, 50362], "answer": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise.", "file_path": "cuad/USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Master Service Agreement for Clinical Research Services between CRO Consulting (Pty) Limited and Purinix Pharmaceuticals LLC; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [3496, 3799], "answer": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "file_path": "cuad/PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement.txt"}]
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [37361, 37681], "answer": "In the event this Agreement expires or is terminated for any reason other than a breach by Eutectix, Liquidmetal shall purchase from Eutectix existing raw material inventory at the purchase price (including delivery charges) paid by Eutectix to its suppliers in connection with the Orders accepted by Eutectix hereunder.", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}, {"span": [38429, 38811], "answer": "Notwithstanding the foregoing, with regard to orders received and accepted by Eutectix before expiration or notice of termination, Eutectix may finish making any products in process, may conclude any orders in process, including finishing manufacturing of such products and shipping such products to the customer for up to 6 months after termination or expiration of this Agreement;", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}, {"span": [39554, 39826], "answer": "Upon expiration or termination of this Agreement for any reason, Eutectix shall have the option to purchase some or all of the Licensed Equipment at fair market value, less any amounts owed to Eutectix by Liquidmetal, except the equipment listed under Section 2.1(b) above", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}, {"span": [65024, 65647], "answer": "Upon reasonable prior notice to Eutectix and at Liquidmetal's expense, no more than once per year, during the Term of this Agreement and for one (1) year following the expiration or termination of this Agreement, Liquidmetal or its designee shall have the right from time to time to confirm and validate: (a) that Eutectix has complied with the pricing provisions of this Agreement; (b) Eutectix's financial condition, successorship planning, and ability to continue operations; (c) that Eutectix's performance is consistent with the Agreement; (d) that Eutectix has complied with Article 10 (Compliance) of this Agreement.", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}, {"span": [82839, 83426], "answer": "To the extent any insurance coverage required under this Agreement is purchased on a \"claims-made\" basis, such insurance shall cover all prior acts of Eutectix during the term of this Agreement, and such insurance shall be continuously maintained until at least two (2) years beyond the expiration or termination of the term of this Agreement, or Eutectix shall purchase \"tail\" coverage, effective upon termination of any such policy or upon termination or expiration of the term of this Agreement, to provide coverage for at least two (2) years from the occurrence of either such event.", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}]
Question: Consider the Master Supply Agreement between Reynolds Consumer Products LLC and Pactiv LLC; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [11315, 12194], "answer": "If a Buyer receives a product that fails to conform to these representations and warranties, the sole remedies of Buyer for the breach of warranty will be to: (1) reject and return the non-conforming product to Seller for a refund or credit, or a replacement conforming product, in the manner and time period provided in the SOP; (2) obtain reimbursement from Seller for actual, reasonable, substantiated out-of-pocket expenses incurred by Buyer in the recovery, return or disposal of a non-conforming product that is the subject of a mandatory product recall required under Applicable Laws or a voluntary withdrawal declared by Seller or approved by Seller (such approval not to be unreasonably withheld, conditioned or delayed); and (3) obtain indemnification from Seller for any Indemnified Claim arising from or related to the non-conforming product as provided in Section 7.", "file_path": "cuad/ReynoldsConsumerProductsInc_20191115_S-1_EX-10.18_11896469_EX-10.18_Supply Agreement.txt"}, {"span": [26699, 27006], "answer": "A Party that breaches this Agreement will only be liable to the other Party for direct damages arising from the breach. Each Party waives any right to recover consequential, incidental, indirect, exemplary, punitive or any other types of indirect damages from the other Party for a breach of this Agreement.", "file_path": "cuad/ReynoldsConsumerProductsInc_20191115_S-1_EX-10.18_11896469_EX-10.18_Supply Agreement.txt"}]
Question: Consider the Distributor Agreement between B & C General Warehouse Corporation LLC and Distributor for Coffee Products; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [22142, 22356], "answer": "Neither Party shall assign, pledge or otherwise transfer any of its rights, interest or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party.", "file_path": "cuad/GentechHoldingsInc_20190808_1-A_EX1A-6 MAT CTRCT_11776814_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}]
Question: Consider the Distributor Agreement between B & C General Warehouse Corporation LLC and Distributor for Coffee Products; Are there any price restrictions or controls specified in this contract?
Relevant contract clauses:
[{"span": [5674, 6133], "answer": "Such Prices and Volume Discount Prices shall only be subject to increase once per year on each anniversary date of this Agreement, provided (i) Company provides Distributor with at least Ninety (90) days prior written notice of any such increase, and (ii) such increase does not exceed 5% of the preceding year's Prices, except for reasons of force majeure, (Chapter 10), and Volume Discount Prices nor the lowest price charged to others for the same Product.", "file_path": "cuad/GentechHoldingsInc_20190808_1-A_EX1A-6 MAT CTRCT_11776814_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}, {"span": [26135, 26433], "answer": "Subject to Company's right to increase the price only once per year per the terms and restrictions contained in the Agreement, and Company's right to decrease the price at any time upon notice, the Products shall be sold by Company to Distributor at the following Prices and Volume Discount Prices.", "file_path": "cuad/GentechHoldingsInc_20190808_1-A_EX1A-6 MAT CTRCT_11776814_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}]
Question: Consider the Collaboration Agreement between Ginkgo Bioworks, Inc. and Berkeley Lights, Inc. for Workflow Development on the Beacon Platform; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [131595, 132063], "answer": "To ensure that, [***], BLI shall, and hereby does, automatically grant to Ginkgo, as of the date Ginkgo purchases an aggregate of [***] ([***]) Beacon Optofluidic Machine from BLI, a non-exclusive, non-royalty bearing and sublicensable (through multiple tiers) worldwide license in any Intellectual Property Controlled by BLI that is necessary to [***], solely for Ginkgo's [***] own internal use so that Ginkgo (or its Affiliates or permitted sublicensees) may [***].", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}, {"span": [137632, 138348], "answer": "Ginkgo may grant sublicenses of the license granted to Ginkgo under Section 9.1.1 (Scope of Grants) and Section 9.1.2 (License Grant to Exploit [***]) with the prior written consent of BLI[***]; provided that such prior written consent of BLI shall not be needed for any sublicense granted by Ginkgo to (a) a Permitted Subcontractor of Ginkgo under Section 2.7 (Subcontracting) to the extent such sublicense relates to the subcontracted activities, (b) any wholly-owned subsidiary of Ginkgo existing as of the Effective Date or (c) any other Person, including other Affiliates and any Third Party, under Section 9.1.2 (License Grant to Exploit [***]) so long as, in the case of this clause (c), the sublicense [***].", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}, {"span": [141408, 142168], "answer": "Each sublicense of any license granted to BLI under this Section 9.2 (Grants to BLI) will (i) be in writing, (ii) be consistent with the terms and conditions of this Agreement and (iii) require each sublicensee thereunder to comply with all terms of this Agreement applicable to a sublicensee; provided that, subject to Section 6.2.1, such prior written consent of Ginkgo shall not be needed for any sublicense granted by BLI (a) under Section 9.2.1, to a Permitted Subcontractor of BLI under Section 2.7 (Subcontracting) to the extent such sublicense relates to the subcontracted activities, (b) any wholly-owned subsidiary of BLI existing as of the Effective Date, or (c) any other Person, including other Affiliates and any Third Party, under Section 9.2.2.", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Ingram Micro and NETGEAR; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [24110, 24538], "answer": "From time to time, but not more than twice per year, NETGEAR may request access to information about the Distributor's business reasonably required to insure that Distributor is in compliance with the terms of this Agreement and the Distributor will grant the right for a NETGEAR representative to visit the Distributor's place of business during normal business hours at a mutually agreed upon time to examine such information.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}, {"span": [37693, 37877], "answer": "NETGEAR or its representative, at NETGEAR's cost may review these records during normal business hours for the sole purpose of determining Distributor's compliance with this Agreement.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [51205, 51425], "answer": "Eutectix hereby grants to Liquidmetal a fully-paid up, royalty-free, perpetual, world-wide, non-exclusive license to any New Process Technologies in which Eutectix acquires licensing rights pursuant to Section 8.2 above.", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}, {"span": [51478, 51787], "answer": "The Parties shall negotiate in good faith a royalty-bearing, perpetual, world-wide, non-exclusive license to any New Application Technology in which they acquire rights as set forth in Section 8.2.3 above. Royalties and other terms shall be commercially reasonable and negotiated by the Parties in good faith.", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}]
Question: Consider the Site Development and Hosting Agreement between Hanover Direct, Inc. and The Deerskin Companies, Inc.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [4631, 4924], "answer": "HDI's General Manager (as hereinafter defined), may upon no less than thirty (30) days prior written notice to the Company, have the right to inspect the records of the Company's General Manager reasonably related to the calculation of such payments during the Company's normal business hours.", "file_path": "cuad/AMERICASSHOPPINGMALLINC_12_10_1999-EX-10.2-SITE DEVELOPMENT AND HOSTING AGREEMENT.txt"}]
Question: Consider the Services Agreement between Oaktree Capital Management, L.P. and Oaktree Capital Management (International) Limited; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [10491, 10969], "answer": "The Sub-Advisor shall maintain proper and complete records relating to the services to be provided under this Agreement for such period of time as may be required under Applicable Law, including (as applicable, in respect of the relevant Discretionary Funds) records with respect to the acquisition, holding and disposal of securities on behalf of the Funds, details of all brokers used and the aggregate dollar amount of brokerage commission paid in that regard to each broker.", "file_path": "cuad/OAKTREECAPITALGROUP,LLC_03_02_2020-EX-10.8-Services Agreement.txt"}, {"span": [11896, 12096], "answer": "The Sub-Advisor shall provide to Oaktree US promptly upon request any information available in the records maintained by the Sub-Advisor relating to the Funds in such form as Oaktree US shall request.", "file_path": "cuad/OAKTREECAPITALGROUP,LLC_03_02_2020-EX-10.8-Services Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between Oxbow Carbon & Minerals LLC and Global Energy, Inc.; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [5954, 6349], "answer": "Global Energy securing one or more firm written commitments in form and substance reasonably acceptable to Oxbow for at least Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) of equity funding for the Lima Project, or in the alternative, evidence demonstrating that Global has available cash of Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) in its account.", "file_path": "cuad/USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [9056, 9145], "answer": "However, the commission will never be less than $0.05 per MMBTU regardless of fuel price.", "file_path": "cuad/USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [35454, 35735], "answer": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "file_path": "cuad/USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Master Supply Agreement between Reynolds Consumer Products LLC and Pactiv LLC; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [27007, 27648], "answer": "Notwithstanding the preceding sentences, this Subsection will not limit the liability of a Party for any amount or type of damages for: (1) the defense and indemnification of an Indemnified Claim on which the Party is the Indemnifying Party; (2) infringement by the Party on the intellectual property of the other Party; (3) the unauthorized disclosure or use by the Party of the Confidential Information of the other Party; (4) payment or reimbursement of any amount expressly required to be paid or reimbursed by the Party under a provision of this Agreement; or (5) the intentional misconduct of the Party in violation of Applicable Laws.", "file_path": "cuad/ReynoldsConsumerProductsInc_20191115_S-1_EX-10.18_11896469_EX-10.18_Supply Agreement.txt"}]
Question: Consider the Distributor Agreement between Ingram Micro and NETGEAR; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [27710, 27845], "answer": "Solely for this purpose, NETGEAR and Bay Networks grant Distributor a non-exclusive, royalty-free, limited right to use the Trademarks.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Site Development and Hosting Agreement between Hanover Direct, Inc. and The Deerskin Companies, Inc.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [8798, 9056], "answer": "The Company hereby grants to HDI a non-exclusive, limited, non-transferable license to use the Company's \"Deerskin\" trademarks, service\n\n\n\n\n\nmarks, and logos (collectively, \"Marks\") solely for the purpose of carrying out its obligations under this Agreement.", "file_path": "cuad/AMERICASSHOPPINGMALLINC_12_10_1999-EX-10.2-SITE DEVELOPMENT AND HOSTING AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Oxbow Carbon & Minerals LLC and Global Energy, Inc.; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [34234, 34512], "answer": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "file_path": "cuad/USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Collaboration Agreement between Ginkgo Bioworks, Inc. and Berkeley Lights, Inc. for Workflow Development on the Beacon Platform; Does the licensor's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [124163, 124623], "answer": "With respect to any Intellectual Property developed by BLI or its Affiliates in collaboration or on behalf of a Third Party during the Term of this Agreement that is [***] for (a) [***] or (b) [***], with respect to each, BLI and its Affiliates shall [***] to [***] that BLI or its Affiliates Control such Intellectual Property so that BLI may grant a license to Ginkgo with respect to such Intellectual Property as set forth in Section 9.1 (Grants to Ginkgo).", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}, {"span": [135270, 136696], "answer": "Subject to the terms and conditions of this Agreement, and in consideration for the payments to BLI under this Agreement, during the Term, BLI, on behalf of itself and its Affiliates, hereby grants and shall grant to Ginkgo a non-exclusive, sublicensable (solely in accordance with Section 9.1.4 (Consent to Sublicense)), non-transferable, non-royalty-bearing (subject to Section 13.3.2 (Effects of Termination Based Upon Ginkgo Buy-Down Election)) worldwide license in, to and under (i) BLI Background IP, and (ii) other Intellectual Property that is Controlled by BLI and that is [***] BLI Inventions, with both of (i) and (ii) being limited to what is necessary for Ginkgo to [***] and (iii) the Collaboration Intellectual Property solely to:\n\n(a) perform research [***] on biological entities, including organisms, cells and strains (and sub-components thereof);\n\n(b) (i) design and develop (A) Collaboration Workflows as generally contemplated under a Workflow Development Plan and (B) Ginkgo Workflows as permitted under this Agreement and (ii) use [***] Workflows to conduct the activities set forth in clause (a) and clause (c) of this Section 9.1.1 (Scope of Grants);\n\n(c) perform commercial research [***] and other Commercial Services for Third Parties; and\n\n(d) in each case of clauses (a) through (c) of this Section 9.1.1 (Scope of Grants), the license granted is for activities solely within the Licensed Field.", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Services Agreement between Oaktree Capital Management, L.P. and Oaktree Capital Management (International) Limited; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [16014, 16332], "answer": "Upon the termination of this Agreement, the Sub-Advisor shall co-operate with Oaktree US and take all reasonable steps requested by Oaktree US in making an orderly transition to allow for continuity of management and to ensure that such termination shall not prejudice the completion of transactions already initiated.", "file_path": "cuad/OAKTREECAPITALGROUP,LLC_03_02_2020-EX-10.8-Services Agreement.txt"}]
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [6706, 7523], "answer": "Liquidmetal grants to Eutectix during the Term of this Agreement and subject to the Field of Use Restrictions (as defined below), a royalty-bearing, worldwide, non-transferrable, non-exclusive license (or sublicense as the case may be) to the Licensed Patents (as defined below) and the Licensed Technical Information (as defined below) to make and have made, assemble and have assembled, use, sell, offer to sell, import and offer to import, export and offer to export, distribute and offer to distribute, repair, reconstruct, practice, and maintain Licensed Products in the Field (as defined below). The foregoing Licensed Patents and Licensed Technical Information shall not include the right to sublicense the Licensed Patents and Licensed Technical Information without the prior written consent of Liquidmetal. F", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}]
Question: Consider the Master Supply Agreement between Reynolds Consumer Products LLC and Pactiv LLC; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [53638, 53884], "answer": "This Agreement, its rights and obligations, is not assignable or transferable by either Party, in whole or in part, except with the prior written consent of the other Party, which consent will not be unreasonably withheld, conditioned or delayed.", "file_path": "cuad/ReynoldsConsumerProductsInc_20191115_S-1_EX-10.18_11896469_EX-10.18_Supply Agreement.txt"}, {"span": [54581, 54870], "answer": "A change of control shall be deemed an assignment requiring consent hereunder provided that any transfer or assignment that results in Seller's and Buyer's current common parent, Reynolds Group Holdings Limited, ceasing to control either party shall not require consent of the other party.", "file_path": "cuad/ReynoldsConsumerProductsInc_20191115_S-1_EX-10.18_11896469_EX-10.18_Supply Agreement.txt"}]
Question: Consider the Distributor Agreement between B & C General Warehouse Corporation LLC and Distributor for Coffee Products; Is there a clause preventing the solicitation of customers in this contract?
Relevant contract clauses:
[{"span": [2525, 2653], "answer": "The Company shall not contact any of Distributor's Customer's for any reason, without the prior written approval of Distributor.", "file_path": "cuad/GentechHoldingsInc_20190808_1-A_EX1A-6 MAT CTRCT_11776814_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}]
Question: Consider the Distributor Agreement between Ingram Micro and NETGEAR; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [20674, 20861], "answer": "The total value of the returned Products shall not exceed [*] of the Net Shipments invoiced by NETGEAR for all Products, [*], during the [*] immediately preceding each of the above dates.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Oxbow Carbon & Minerals LLC and Global Energy, Inc.; Is there a most favored nation clause in this contract?
Relevant contract clauses:
[{"span": [34538, 35292], "answer": "If at any time on or prior to the earlier of (i) December 31, 2007, or (ii) the date on which Global Energy completes an initial public offering (\"IPO\") of its common stock, Global Energy sells additional common shares or other financial instruments convertible into its common shares, or enters into any similar transaction for the sale of an ownership interest in Global Energy which is the same or substantially the same as that sold to Oxbow under Section 1 of this Agreement, and the price of which is less than $200.00 per share, Global Energy shall issue additional common shares to Oxbow such that Oxbow's adjusted per-share price for its stockholdings shall be no greater than the lowest price paid by any such subsequent purchaser of its shares", "file_path": "cuad/USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Collaboration Agreement between Ginkgo Bioworks, Inc. and Berkeley Lights, Inc. for Workflow Development on the Beacon Platform; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [135270, 136696], "answer": "Subject to the terms and conditions of this Agreement, and in consideration for the payments to BLI under this Agreement, during the Term, BLI, on behalf of itself and its Affiliates, hereby grants and shall grant to Ginkgo a non-exclusive, sublicensable (solely in accordance with Section 9.1.4 (Consent to Sublicense)), non-transferable, non-royalty-bearing (subject to Section 13.3.2 (Effects of Termination Based Upon Ginkgo Buy-Down Election)) worldwide license in, to and under (i) BLI Background IP, and (ii) other Intellectual Property that is Controlled by BLI and that is [***] BLI Inventions, with both of (i) and (ii) being limited to what is necessary for Ginkgo to [***] and (iii) the Collaboration Intellectual Property solely to:\n\n(a) perform research [***] on biological entities, including organisms, cells and strains (and sub-components thereof);\n\n(b) (i) design and develop (A) Collaboration Workflows as generally contemplated under a Workflow Development Plan and (B) Ginkgo Workflows as permitted under this Agreement and (ii) use [***] Workflows to conduct the activities set forth in clause (a) and clause (c) of this Section 9.1.1 (Scope of Grants);\n\n(c) perform commercial research [***] and other Commercial Services for Third Parties; and\n\n(d) in each case of clauses (a) through (c) of this Section 9.1.1 (Scope of Grants), the license granted is for activities solely within the Licensed Field.", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Site Development and Hosting Agreement between Hanover Direct, Inc. and The Deerskin Companies, Inc.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [1509, 1778], "answer": "HDI shall provide the Company with access to, and\n\nthe right to use, a computer system on which the Site will be stored and operated, with a direct Internet connection of shared but greater than T-1 bandwidth, plus capacity to process continuously during burst periods.", "file_path": "cuad/AMERICASSHOPPINGMALLINC_12_10_1999-EX-10.2-SITE DEVELOPMENT AND HOSTING AGREEMENT.txt"}, {"span": [8798, 9056], "answer": "The Company hereby grants to HDI a non-exclusive, limited, non-transferable license to use the Company's \"Deerskin\" trademarks, service\n\n\n\n\n\nmarks, and logos (collectively, \"Marks\") solely for the purpose of carrying out its obligations under this Agreement.", "file_path": "cuad/AMERICASSHOPPINGMALLINC_12_10_1999-EX-10.2-SITE DEVELOPMENT AND HOSTING AGREEMENT.txt"}]
Question: Consider the Services Agreement between Oaktree Capital Management, L.P. and Oaktree Capital Management (International) Limited; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [18284, 18452], "answer": "The Sub-Advisor may not assign (within the meaning of the Advisers Act) its rights and obligations under this Agreement without the prior written consent of Oaktree US.", "file_path": "cuad/OAKTREECAPITALGROUP,LLC_03_02_2020-EX-10.8-Services Agreement.txt"}]
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [51818, 52337], "answer": "To the extent that the Parties have jointly developed any New Amorphous Alloy Technology and they have agreed that such New Amorphous Alloy Technology will be jointly owned, as set forth in Section 8.2 above, each Party hereby assigns to the other, and will cause its employees, contractors, representatives, successors, assigns, Affiliates, parents, subsidiaries, officers and directors to assign to the other, a co-equal right, title and interest in and to any such jointly developed New Amorphous Alloy Technology. T", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}]
Question: Consider the Master Supply Agreement between Reynolds Consumer Products LLC and Pactiv LLC; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [54581, 54870], "answer": "A change of control shall be deemed an assignment requiring consent hereunder provided that any transfer or assignment that results in Seller's and Buyer's current common parent, Reynolds Group Holdings Limited, ceasing to control either party shall not require consent of the other party.", "file_path": "cuad/ReynoldsConsumerProductsInc_20191115_S-1_EX-10.18_11896469_EX-10.18_Supply Agreement.txt"}]
Question: Consider the Distributor Agreement between B & C General Warehouse Corporation LLC and Distributor for Coffee Products; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [1721, 2086], "answer": "Subject to the terms and conditions of this Distributor Agreement, Company hereby appoints and grants Distributor the exclusive right to sell and distribute the Products to customers that Distributor introduce and confirmed by Company, (in all territory of United State of America (USA) and to render other services as a distributor for Company as set forth herein.", "file_path": "cuad/GentechHoldingsInc_20190808_1-A_EX1A-6 MAT CTRCT_11776814_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}, {"span": [2371, 2524], "answer": "Company shall not sell or otherwise supply, directly or indirectly, the Products to any Distributor's Customer's, except by sale through the Distributor.", "file_path": "cuad/GentechHoldingsInc_20190808_1-A_EX1A-6 MAT CTRCT_11776814_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}]
Question: Consider the Distributor Agreement between Ingram Micro and NETGEAR; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [6062, 6293], "answer": "Products must be ordered in the minimum and/or standard lot size quantities specified in the Price Schedule. Orders for less than minimum or non-standard lot size quantities of any Product may, at NETGEAR's discretion, be rejected.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Site Development and Hosting Agreement between Hanover Direct, Inc. and The Deerskin Companies, Inc.; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [2595, 2793], "answer": "In the event that HDI fails to have the Site fully operational within seventy (70) days from the date of this Agreement, the Company shall have the right to terminate this Agreement without penalty.", "file_path": "cuad/AMERICASSHOPPINGMALLINC_12_10_1999-EX-10.2-SITE DEVELOPMENT AND HOSTING AGREEMENT.txt"}]
Question: Consider the Collaboration Agreement between Ginkgo Bioworks, Inc. and Berkeley Lights, Inc. for Workflow Development on the Beacon Platform; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [128338, 129298], "answer": "In no event shall Ginkgo, and Ginkgo shall cause its Affiliates to not, file any patent applications covering (or support existing patent applications covering) the [***] and, in the event Ginkgo (or its Affiliates) do file one or more of such patent applications, Ginkgo will and hereby does assign, and shall cause its employees, agents and contractors to assign, to BLI all rights, title and interests in, to and under such patent applications. Other than as permitted under Section 8.5.2 (Use of Collaboration Data), in no event shall BLI, and BLI shall cause its Affiliates to not, file any patent applications covering (or support existing patent applications covering) [***] and, in the event that BLI (or its Affiliates) do file one or more of such patent applications, BLI will and hereby does assign, and shall cause its employees, agents and contractors to assign, to Ginkgo all rights, title and interests in, to and under such patent applications.", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Oxbow Carbon & Minerals LLC and Global Energy, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [51461, 51623], "answer": "This Agreement, and the rights and obligations of the Parties hereunder, shall be subject to, and construed in accordance with, the laws of the State of New York.", "file_path": "cuad/USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Services Agreement between Oaktree Capital Management, L.P. and Oaktree Capital Management (International) Limited; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [15798, 15977], "answer": "This Agreement may be terminated, either in respect of a Fund or in its entirety, by either Oaktree US or the Sub-Advisor for any reason upon 30 days' written notice to the other.", "file_path": "cuad/OAKTREECAPITALGROUP,LLC_03_02_2020-EX-10.8-Services Agreement.txt"}]
Question: Consider the Master Supply Agreement between Reynolds Consumer Products LLC and Pactiv LLC; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [52824, 53146], "answer": "This Agreement and all claims or causes of action arising out of or related to this Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the State of Illinois and the United States of America, without giving effect to its principles or rules of conflict of laws.", "file_path": "cuad/ReynoldsConsumerProductsInc_20191115_S-1_EX-10.18_11896469_EX-10.18_Supply Agreement.txt"}]
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [14954, 15554], "answer": "In consideration of the license of Liquidmetal Technical Information and the Licensed Equipment granted by Liquidmetal, Eutectix agrees to pay Liquidmetal a cash royalty based on a percentage of the invoice price of any Licensed Products (but not including Liquidmetal Products) sold by Eutectix or its permitted sublicensees and for which payment was actually received by Eutectix. The cash royalty shall be an amount equal to six percent (6.0%) of the Net Sales Price of the invoice price of any Licensed Products and for which payment was actually received by Eutectix (the \"Liquidmetal Royalty\").", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}, {"span": [17717, 18376], "answer": "Provided that such referred customer is not already a Eutectix customer, Eutectix may accept such customer referral, and in that case hereby agrees to pay Liquidmetal a cash commission based on a percentage of the invoice price of Licensed Products sold by Eutectix or its permitted sublicensees and for which payment was actually received by Eutectix, in addition to the Liquidmetal Royalty. The cash commission shall be an amount equal to six percent (6.0%) of the Net Sales Price of the invoice price of Licensed Products sold by Eutectix or its permitted sublicensees and for which payment was actually received by Eutectix (the \"Liquidmetal Commission\").", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}, {"span": [48659, 48889], "answer": "New Alloy Technologies that have been developed by cooperation of the Parties shall be jointly and equally owned by the Parties, and any royalties for the use thereof by third parties shall be shared equitably between the Parties.", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}, {"span": [49521, 49753], "answer": "New Process Technologies that have been developed by cooperation of the Parties shall be jointly and equally owned by the Parties, and any royalties for the use thereof by third parties shall be shared equitably between the Parties.", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}, {"span": [50782, 51018], "answer": "New Application Technologies that have been developed by cooperation of the Parties shall be jointly and equally owned by the Parties, and any royalties for the use thereof by third parties shall be shared equitably between the Parties.", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}]
Question: Consider the Distributor Agreement between B & C General Warehouse Corporation LLC and Distributor for Coffee Products; Is there a most favored nation clause in this contract?
Relevant contract clauses:
[{"span": [5674, 6133], "answer": "Such Prices and Volume Discount Prices shall only be subject to increase once per year on each anniversary date of this Agreement, provided (i) Company provides Distributor with at least Ninety (90) days prior written notice of any such increase, and (ii) such increase does not exceed 5% of the preceding year's Prices, except for reasons of force majeure, (Chapter 10), and Volume Discount Prices nor the lowest price charged to others for the same Product.", "file_path": "cuad/GentechHoldingsInc_20190808_1-A_EX1A-6 MAT CTRCT_11776814_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}]
Question: Consider the Distributor Agreement between Ingram Micro and NETGEAR; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [38484, 38812], "answer": "This Agreement may not be assigned by either party without prior written permission from the other party, which permission shall not be unreasonably withheld or delayed. Any attempt by either party to assign any right, or delegate any duty or obligation which arises under the Agreement without such permission will be voidable.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Services Agreement between Oaktree Capital Management, L.P. and Oaktree Capital Management (International) Limited; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [17375, 17435], "answer": "This Agreement is governed by the laws of England and Wales.", "file_path": "cuad/OAKTREECAPITALGROUP,LLC_03_02_2020-EX-10.8-Services Agreement.txt"}]
Question: Consider the Collaboration Agreement between Ginkgo Bioworks, Inc. and Berkeley Lights, Inc. for Workflow Development on the Beacon Platform; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [82668, 83338], "answer": "BLI shall not be obligated to supply in any [***] (i) a quantity of the [***] in excess of the amount designated in such [***] in the binding portion of the Rolling Forecast or (ii) a quantity of [***] that is greater than [***] percent ([***]%) of the amount designated for such item or service in such [***] in the binding portion of the Rolling Forecast (such amount, the \"Maximum Amount\"); provided that notwithstanding the provisions set forth in this Section 5.3.1 (Issuance) or Section 5.3.2 (Acceptance and Rejection) to the contrary, BLI shall use [***] to accept and fulfill Purchase Orders for quantities of [***] in excess of the Maximum Amount in any [***].", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}, {"span": [90441, 90588], "answer": "[***] shall designate up to [***] ([***]) BLI employees or personnel as key persons (individually, a \"Key Person\" and collectively, \"Key Persons\").", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}, {"span": [96654, 96955], "answer": "BLI shall allocate Beacon Optofluidic Machines (including related Hardware and Software), Consumables and Services in short supply to Ginkgo [***], with such [***] allocation applicable only up to the number of units of such item set forth in the binding portions of the then-current Rolling Forecast.", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Oxbow Carbon & Minerals LLC and Global Energy, Inc.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [35787, 35993], "answer": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "file_path": "cuad/USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Site Development and Hosting Agreement between Hanover Direct, Inc. and The Deerskin Companies, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [3839, 3970], "answer": "The Company shall pay HDI thirty percent (3016) of the Net Sales in excess of Eleven Thousand Dollars ($11,000) per calendar month.", "file_path": "cuad/AMERICASSHOPPINGMALLINC_12_10_1999-EX-10.2-SITE DEVELOPMENT AND HOSTING AGREEMENT.txt"}]
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [71332, 71796], "answer": "Neither this Agreement nor any rights or obligations hereunder shall be transferred or assigned by either Party without the written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that Liquidmetal shall have the right, without the prior written consent of Eutectix, to assign its warranty rights and other rights hereunder with respect to specific Liquidmetal Products to the Customers of such Liquidmetal Products.", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}]
Question: Consider the Master Supply Agreement between Reynolds Consumer Products LLC and Pactiv LLC; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [1039, 1546], "answer": "The \"Term\" of this Agreement will commence on the Effective Date and will end on the earlier of: (a) the first anniversary of the expiration date of the last Purchase Schedule (as defined in this next Section); (b) a termination date elected by a Party in a written notice delivered to the other Party any time after the expiration of the last Purchase Schedule; or (c) a termination date elected by a Party in a written notice delivered to the other Party as provided in Subsection 11(d) of this Agreement.", "file_path": "cuad/ReynoldsConsumerProductsInc_20191115_S-1_EX-10.18_11896469_EX-10.18_Supply Agreement.txt"}]
Question: Consider the Distributor Agreement between Ingram Micro and NETGEAR; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [31087, 31217], "answer": "This Agreement may be canceled at any time without cause, by either party upon ninety (90) days written notice to the other party.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}, {"span": [31729, 31860], "answer": "This Agreement may be terminated at any time without cause by either party upon ninety (90) days written notice to the other party.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}]