orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [81638, 82587], "answer": "Notwithstanding the above, Pfizer agrees to invest its portion of Shared M&P Expense each Calendar Year subject to, (a) Exact spending at least twelve million dollars ($12,000,000) in Baseline M&P Expense each Calendar Quarter (provided, that notwithstanding Exact's quarterly spend for Baseline M&P Expense, Exact shall spend a total of eighty million dollars ($80,000,000) in Baseline M&P Expense each Calendar Year measured as of the end of each Calendar Year), (b) an amount equal to the total Shared M&P Expense contributed by both Parties is used for Marketing and Promotion and (c) a total sum of not less than eighty million dollars ($80,000,000) of Baseline M&P Expense is used for Marketing and Promotional activities, including the costs of Exact Sponsorships and Related Activities; provided, however, the Parties may agree to reallocate Shared M&P Expenses by 28\n\nSource: EXACT SCIENCES CORP, 8-K, 8/22/2018\n\n\n\n\n\nmutual written consent.", "file_path": "cuad/ExactSciencesCorp_20180822_8-K_EX-10.1_11331629_EX-10.1_Promotion Agreement.txt"}, {"span": [88643, 88871], "answer": "Exact agrees it shall spend at least eighty million dollars ($80,000,000) toward Marketing and Promotion (including any amounts spent between January 1, 2018 and the Effective Date) and the pro-rated Shared M&P Expense for 2018.", "file_path": "cuad/ExactSciencesCorp_20180822_8-K_EX-10.1_11331629_EX-10.1_Promotion Agreement.txt"}]
Question: Consider the Endorsement Agreement between NFLA, NFLA-NC, and Gridiron BioNutrients for Product Promotion; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [21470, 21918], "answer": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}]
Question: Consider the Marketing Affiliate Agreement between Birch First Global Investments Inc. and Mount Knowledge Holdings Inc.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [1414, 1784], "answer": "This agreement shall begin upon the date of its execution by MA and acceptance in writing by Company and shall remain in effect until the end of the current calendar year and shall be automatically renewed for successive one (1) year periods unless otherwise terminated according to the cancellation or termination provisions contained in paragraph 18 of this Agreement.", "file_path": "cuad/CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement.txt"}]
Question: Consider the Orderly Marketing Agreement between GWG Holdings, Inc. and Trust Advisors for Seller Trusts; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [13455, 14009], "answer": "This OMA, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this OMA or the negotiation, execution or performance of this OMA (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this OMA), will be construed in accordance with and governed by the law of the State of New York without regard to principles of conflicts of laws that would result in the application of the law of any other jurisdiction.", "file_path": "cuad/GWG HOLDINGS, INC. - ORDERLY MARKETING AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Electric City Corp. and Electric City of Illinois LLC for Energy Efficiency Devices; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [1854, 2004], "answer": "The Company appoints the Distributor as an  exclusive  distributor  of Products in the Market,  subject to the terms and conditions of this Agreement.", "file_path": "cuad/LIMEENERGYCO_09_09_1999-EX-10-DISTRIBUTOR AGREEMENT.txt"}, {"span": [2112, 2611], "answer": "Company  hereby   appoints                            Distributor as Company's exclusive distributor within                            the Market and grants to  Distributor  the  exclusive                            right  to sell and  distribute  Products  within  the                            Market,   and   Distributor   hereby   accepts   such                            appointment  and such grant,  in accordance  with the                            terms and conditions of this  Agreement.", "file_path": "cuad/LIMEENERGYCO_09_09_1999-EX-10-DISTRIBUTOR AGREEMENT.txt"}, {"span": [12390, 12503], "answer": "The  Distributor  shall  not order or                   purchase Products from any source other than the Company.", "file_path": "cuad/LIMEENERGYCO_09_09_1999-EX-10-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between Global Technologies, Ltd and Timothy Cabrera; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [1772, 1947], "answer": "This Agreement shall be in full force and effect commencing on January 2, 2020 and shall remain in effect for one (1) year or until Consultant completes the services requested", "file_path": "cuad/GLOBALTECHNOLOGIESLTD_06_08_2020-EX-10.16-CONSULTING AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between NFLA, NFLA-NC, and Gridiron BioNutrients for Product Promotion; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [23057, 23168], "answer": "Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}]
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [89911, 90360], "answer": "From the Launch Date and ending on the last day of the next Calendar Quarter and each subsequent Calendar Quarter during the Term, Exact shall owe Pfizer a service fee equal to fifty percent (50%) of the product of: Laboratory Service Revenue minus Baseline Laboratory Service Revenue (\"Incremental Laboratory Service Revenue\") for the Calendar Quarter multiplied by Gross Margin Percent for the Calendar Quarter (such product, the \"Promotion Fee\").", "file_path": "cuad/ExactSciencesCorp_20180822_8-K_EX-10.1_11331629_EX-10.1_Promotion Agreement.txt"}, {"span": [91969, 92680], "answer": "Subject to Pfizer's compliance with Sections 3.4(a)(i) and 3.4(a)(ii), (A) Exact shall pay Pfizer the amount, if any, by which the aggregate amount of the Promotion Fee incurred by Exact to Pfizer during the remainder of 2018 Calendar Year and 2019 Calendar Year (the \"First Promotion Fee Period\") is less than $37.5 million (the \"First Supplemental Promotion Fee\"), and (B) Exact shall pay Pfizer the amount, if any, by which the aggregate Promotion Fee incurred by Exact to Pfizer during each of Calendar Year 2020 and 2021 is less than $30 million (\"Annual Supplemental Promotion Fee\"), in each case to compensate Pfizer for the sales, Marketing and other performance provided by Pfizer under this Agreement.", "file_path": "cuad/ExactSciencesCorp_20180822_8-K_EX-10.1_11331629_EX-10.1_Promotion Agreement.txt"}, {"span": [143169, 144355], "answer": "After the expiration of the Term or termination pursuant to Section 8.4 by either Party or Section 8.6 by Exact, based on cumulative Incremental Laboratory Services Revenue achieved during the Term or up to the termination date, Exact agrees to pay Pfizer the applicable royalty payment set forth below for twelve (12) consecutive Calendar Quarters following the expiration of the Term (the \"Tail Period\"); provided, however, the Tail Period shall be reduced to the number of full Calendar Quarters completed during the Term if less than twelve (12) Calendar Quarters if either Party terminates the Agreement without cause pursuant to Section 8.4 or Exact terminates as a result of a Change of Control pursuant to Section 8.6. Such royalty payment shall be payable to Pfizer within thirty (30) days of the end of each Calendar Quarter. Royalty payments shall be determined by multiplying the Laboratory Services Revenue and the applicable royalty rate from the chart below. Cumulative Incremental Laboratory Services Revenue during the Term Applicable Royalty Rate If < $200 million 0% If > $200 million and < $400 million 1% If > $400 million and < $600 million 2% If > $600 million 3%", "file_path": "cuad/ExactSciencesCorp_20180822_8-K_EX-10.1_11331629_EX-10.1_Promotion Agreement.txt"}]
Question: Consider the Marketing Affiliate Agreement between Birch First Global Investments Inc. and Mount Knowledge Holdings Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [1414, 1784], "answer": "This agreement shall begin upon the date of its execution by MA and acceptance in writing by Company and shall remain in effect until the end of the current calendar year and shall be automatically renewed for successive one (1) year periods unless otherwise terminated according to the cancellation or termination provisions contained in paragraph 18 of this Agreement.", "file_path": "cuad/CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement.txt"}]
Question: Consider the Distributor Agreement between Electric City Corp. and Electric City of Illinois LLC for Energy Efficiency Devices; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [52061, 52151], "answer": "This Agreement is to be construed according to the laws          of the State of Illinois.", "file_path": "cuad/LIMEENERGYCO_09_09_1999-EX-10-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Orderly Marketing Agreement between GWG Holdings, Inc. and Trust Advisors for Seller Trusts; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [8447, 8663], "answer": "This OMA shall expire upon the earlier of (i) the first anniversary of the Effective Date and (ii) the date that all Shares of Stock of the Seller Trusts as set forth on Schedule A hereto have been sold (the \"Term\").", "file_path": "cuad/GWG HOLDINGS, INC. - ORDERLY MARKETING AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between NFLA, NFLA-NC, and Gridiron BioNutrients for Product Promotion; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [24192, 24600], "answer": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}, {"span": [24602, 24847], "answer": "In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}]
Question: Consider the Consulting Agreement between GROUPE PARAMEUS CORP and Sphere 3D Corp. for Financial and Investor Relations Services; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [4752, 4855], "answer": "Upon termination, Consultant agrees to perform the necessary information transfer required at the time.", "file_path": "cuad/SPHERE3DCORP_06_24_2020-EX-10.12-CONSULTING AGREEMENT.txt"}]
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [149507, 149707], "answer": "This Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Party.", "file_path": "cuad/ExactSciencesCorp_20180822_8-K_EX-10.1_11331629_EX-10.1_Promotion Agreement.txt"}]
Question: Consider the Maintenance and Support Agreement between VerticalNet, Inc., VerticalNet Enterprises LLC, and Converge, Inc.; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [38916, 39415], "answer": "In the event of any breach of the foregoing warranty, and provided that Converge reports such breach to VNE in writing within 90 days following the date of performance of the Services in question, VNE shall, as its sole obligation and Converge's sole and exclusive remedy, promptly repair, replace or re-perform the Services in question, without additional cost to Converge, so as to correct the warranty non-compliance as promptly as practicable (within 30 days to the extent technically feasible).", "file_path": "cuad/VERTICALNETINC_04_01_2002-EX-10.19-MAINTENANCE AND SUPPORT AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Electric City Corp. and Electric City of Illinois LLC for Energy Efficiency Devices; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [5543, 5881], "answer": "If Distributor                            complies with all of the terms of this Agreement, the                            Agreement  shall be  renewable on an annual basis for                            one (1) year terms for up to  another  ten (10) years                            on the same terms and conditions as set forth herein.", "file_path": "cuad/LIMEENERGYCO_09_09_1999-EX-10-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between GROUPE PARAMEUS CORP and Sphere 3D Corp. for Financial and Investor Relations Services; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [10655, 10833], "answer": "This Consulting Agreement shall be governed by, and construed pursuant to the laws of the State of New York, applicable to agreements made and performed wholly within such State.", "file_path": "cuad/SPHERE3DCORP_06_24_2020-EX-10.12-CONSULTING AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between NFLA, NFLA-NC, and Gridiron BioNutrients for Product Promotion; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [20543, 20980], "answer": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}]
Question: Consider the Maintenance and Support Agreement between VerticalNet, Inc., VerticalNet Enterprises LLC, and Converge, Inc.; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [26777, 27337], "answer": "Except as the parties may otherwise agree in writing, Converge, to the extent it has the legal right to do so, hereby grants to Vert an irrevocable, perpetual, world-wide, non-exclusive right and license to use, load, store, transmit, execute, copy, market, distribute, in any medium or distribution technology whatsoever, known or unknown, display, perform and sublicense the Converge-Independent Materials and the Third-Party Materials, in both Source Code and Object Code formats, and to make unlimited\n\n\n\n\n\ninstantiations thereof, for any and all purposes.", "file_path": "cuad/VERTICALNETINC_04_01_2002-EX-10.19-MAINTENANCE AND SUPPORT AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Electric City Corp. and Electric City of Illinois LLC for Energy Efficiency Devices; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [5268, 5541], "answer": "The term of this  Agreement  shall be ten (10)                            years (the \"Term\")  which shall  commence on the date                            upon which the Company  delivers to  Distributor  the                            last Sample, as defined  hereinafter.", "file_path": "cuad/LIMEENERGYCO_09_09_1999-EX-10-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between GROUPE PARAMEUS CORP and Sphere 3D Corp. for Financial and Investor Relations Services; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [4460, 4654], "answer": "In the case that the company would not like to extend the terms of agreement for an additional month. The company must notify the consultant within 5 days of the conclusion of the 12 month term.", "file_path": "cuad/SPHERE3DCORP_06_24_2020-EX-10.12-CONSULTING AGREEMENT.txt"}]
Question: Consider the Maintenance and Support Agreement between VerticalNet, Inc., VerticalNet Enterprises LLC, and Converge, Inc.; Does this contract include an unlimited or all-you-can-eat license?
Relevant contract clauses:
[{"span": [26777, 27337], "answer": "Except as the parties may otherwise agree in writing, Converge, to the extent it has the legal right to do so, hereby grants to Vert an irrevocable, perpetual, world-wide, non-exclusive right and license to use, load, store, transmit, execute, copy, market, distribute, in any medium or distribution technology whatsoever, known or unknown, display, perform and sublicense the Converge-Independent Materials and the Third-Party Materials, in both Source Code and Object Code formats, and to make unlimited\n\n\n\n\n\ninstantiations thereof, for any and all purposes.", "file_path": "cuad/VERTICALNETINC_04_01_2002-EX-10.19-MAINTENANCE AND SUPPORT AGREEMENT.txt"}]
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [142910, 143139], "answer": "This Agreement may be terminated by either Party upon six (6) months written notice following a Change of Control of Exact; provided that such notice is given within thirty (30) days of the consummation of such Change of Control.", "file_path": "cuad/ExactSciencesCorp_20180822_8-K_EX-10.1_11331629_EX-10.1_Promotion Agreement.txt"}, {"span": [149708, 150131], "answer": "Notwithstanding the foregoing, either Party may, without consent of the other Party, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate of such Party, or in whole to its successor in interest in connection with the sale of all or substantially all of its stock or its assets to which this Agreement relates, or in connection with a merger, acquisition or similar transaction.", "file_path": "cuad/ExactSciencesCorp_20180822_8-K_EX-10.1_11331629_EX-10.1_Promotion Agreement.txt"}]
Question: Consider the Endorsement Agreement between NFLA, NFLA-NC, and Gridiron BioNutrients for Product Promotion; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [4314, 4540], "answer": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}]
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [51520, 52804], "answer": "During the Term, if Exact (i) enters a formal process authorized or directed by its board of directors or CEO to seek and enter into an arrangement or (ii) intends to agree to a term sheet or seeks to sign a letter of intent or similar arrangement to grant an exclusive commercial license to a Third Party solely to promote or sell the Product outside the Territory (\"Ex-US Commercial Rights\"), Exact shall first notify Pfizer of such intent (a \"Ex-US Commercial Rights Transfer Notice\") and Pfizer shall have thirty (30) days thereafter to notify Exact of its desire to obtain the Ex-US Commercial Rights that are the subject of the Ex-US Commercial Rights Transfer Notice. Promptly upon receipt of notice from Pfizer, Exact and Pfizer shall engage in exclusive good faith negotiations to enter into a definitive written agreement for the Ex-US Commercial Rights. If Pfizer and Exact are unable to reach agreement on the terms of such Product rights within forty-five (45) days of the commencement of negotiations, Exact shall be free to enter into negotiations and consummate an agreement with any Third Party regarding such Ex-US Commercial Rights; provided that the economic terms of such agreement shall be no more favorable to such Third Party than those last offered to Pfizer.", "file_path": "cuad/ExactSciencesCorp_20180822_8-K_EX-10.1_11331629_EX-10.1_Promotion Agreement.txt"}, {"span": [52810, 53910], "answer": "During the Term, if Exact desires to grant an exclusive commercial license to a Third Party solely to Promote or sell the Product in the OB/Gyn Field in the Territory (the \"OB/Gyn Commercial Rights\"), Exact shall first notify Pfizer of such intent (a \"OB/Gyn Commercial Rights Transfer Notice\") and Pfizer shall have thirty (30) days thereafter to notify Exact of its desire to obtain the OB/Gyn Commercial Rights that are the subject of the OB/Gyn Commercial Rights Transfer Notice. Promptly upon receipt of notice from Pfizer, Exact and Pfizer shall engage in exclusive good faith negotiations to enter into a definitive written agreement for the OB/Gyn Commercial Rights. If Pfizer and Exact are unable to reach agreement on the terms of such Product rights within forty-five (45) days of the commencement of negotiations, then Exact shall be free to enter into negotiations and consummate an agreement with any Third Party regarding such OB/Gyn Commercial Rights; provided that the economic terms of such agreement shall be no more favorable to such Third Party than those last offered to Pfizer.", "file_path": "cuad/ExactSciencesCorp_20180822_8-K_EX-10.1_11331629_EX-10.1_Promotion Agreement.txt"}]
Question: Consider the Distributor Agreement between Lucid Inc. and [Distributor]; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [11019, 11220], "answer": "If this Agreement is terminated Lucid shall not be liable for any incidental, indirect; special punitive of consequential damages of any kind,  including any perceived or real market development costs.", "file_path": "cuad/LUCIDINC_04_15_2011-EX-10.9-DISTRIBUTOR AGREEMENT.txt"}, {"span": [12508, 12688], "answer": "If Lucid accepts Distributor's order and fails to deliver ordered products,  Distributors sole remedy will be limited to refund of money paid to Lucid for any undelivered products.", "file_path": "cuad/LUCIDINC_04_15_2011-EX-10.9-DISTRIBUTOR AGREEMENT.txt"}, {"span": [12696, 13691], "answer": "Lucid will not have any liability or responsibility to Distributor or any other person or entity for any consequential, indirect, special, punitive or  incidental damages or lost profits, whether foreseeable or unforeseeable, based on\n\n\n\n\n\n     claims of Distributor or Distributor's customers (including but not limited to, claims for loss of data, goodwill, profits, use of money or use of  product, interruption in use or availability of data stoppage or other work or impairment or assets) arising out of breach or failure of express or  implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise, except only in the case of death or personal  injury where and to the extent that applicable law requires such liability. In no event will the aggregate liability incurred by Lucid in any action or  proceeding exceed the total amount actually paid to Lucid by Distributor for the purchase of the products that actually caused the damage or loss.", "file_path": "cuad/LUCIDINC_04_15_2011-EX-10.9-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between GROUPE PARAMEUS CORP and Sphere 3D Corp. for Financial and Investor Relations Services; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [4655, 4750], "answer": "Without notification the contract will automatically extend for an additional month of service.", "file_path": "cuad/SPHERE3DCORP_06_24_2020-EX-10.12-CONSULTING AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between NFLA, NFLA-NC, and Gridiron BioNutrients for Product Promotion; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [1530, 1584], "answer": "The NFLA agrees to license such rights to the Company.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}, {"span": [4541, 4801], "answer": "Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}, {"span": [6822, 7217], "answer": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}]
Question: Consider the Maintenance and Support Agreement between VerticalNet, Inc., VerticalNet Enterprises LLC, and Converge, Inc.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [26777, 27337], "answer": "Except as the parties may otherwise agree in writing, Converge, to the extent it has the legal right to do so, hereby grants to Vert an irrevocable, perpetual, world-wide, non-exclusive right and license to use, load, store, transmit, execute, copy, market, distribute, in any medium or distribution technology whatsoever, known or unknown, display, perform and sublicense the Converge-Independent Materials and the Third-Party Materials, in both Source Code and Object Code formats, and to make unlimited\n\n\n\n\n\ninstantiations thereof, for any and all purposes.", "file_path": "cuad/VERTICALNETINC_04_01_2002-EX-10.19-MAINTENANCE AND SUPPORT AGREEMENT.txt"}]
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [142587, 142759], "answer": "After the date that is eighteen (18) months after the Effective Date, either Party may terminate this Agreement upon six (6) months prior written notice to the other Party.", "file_path": "cuad/ExactSciencesCorp_20180822_8-K_EX-10.1_11331629_EX-10.1_Promotion Agreement.txt"}]
Question: Consider the Distributor Agreement between Lucid Inc. and [Distributor]; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [6845, 7057], "answer": "Lucid agrees that the Distributor may use the  appropriate trademarks to promote the sale of products in the Territory. Such use is only with Lucid's permission and must be related to the sale of  Lucid products.", "file_path": "cuad/LUCIDINC_04_15_2011-EX-10.9-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between GROUPE PARAMEUS CORP and Sphere 3D Corp. for Financial and Investor Relations Services; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [4330, 4454], "answer": "This Agreement is for a term (the \"Term\") of 12 months from the Effective Date on June 1s t 2020 and expiring May 31st 2021.", "file_path": "cuad/SPHERE3DCORP_06_24_2020-EX-10.12-CONSULTING AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between NFLA, NFLA-NC, and Gridiron BioNutrients for Product Promotion; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [28622, 28701], "answer": "NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}, {"span": [28789, 28891], "answer": "NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}, {"span": [28988, 29078], "answer": "NFLA to feature Company on all social media channels a minimum of four (4) times per year.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}]
Question: Consider the Distributor Agreement between Lucid Inc. and [Distributor]; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [4047, 4241], "answer": "The Distributor will employ as a minimum one full-time Lucid dedicated Product Manager sales professional, giving one hundred per cent of  their time to the promotion and sale of Lucid products.", "file_path": "cuad/LUCIDINC_04_15_2011-EX-10.9-DISTRIBUTOR AGREEMENT.txt"}, {"span": [9291, 9460], "answer": "The Distributor agrees to purchase from Lucid minimum agreed quantity of product in the first, second and third years of the Agreement, excluding  demonstration product.", "file_path": "cuad/LUCIDINC_04_15_2011-EX-10.9-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Maintenance and Support Agreement between VerticalNet, Inc., VerticalNet Enterprises LLC, and Converge, Inc.; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [7912, 8012], "answer": "The number of Converge Support Personnel will not exceed seven persons without VNE's prior approval.", "file_path": "cuad/VERTICALNETINC_04_01_2002-EX-10.19-MAINTENANCE AND SUPPORT AGREEMENT.txt"}]
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [49265, 49708], "answer": "Commencing on the Launch Date, Exact and its Affiliates hereby grant to Pfizer and its Affiliates, on an exclusive basis for the Co-Promote Field (except as to Exact and its Affiliates), and Pfizer accepts, the right and obligation to Promote and Detail the Product in the Territory during the Term jointly with Exact, in accordance with the terms and conditions of this Agreement, all Applicable Laws and the applicable Annual Marketing Plan.", "file_path": "cuad/ExactSciencesCorp_20180822_8-K_EX-10.1_11331629_EX-10.1_Promotion Agreement.txt"}, {"span": [64095, 64782], "answer": "Subject to compliance by Pfizer with the terms of this Section 3.2(d), during the Term, Exact agrees (A) not to enter into any new binding arrangement with any media vendor for Advertising of the Product without the written consent of Pfizer, which consent shall not be unreasonably withheld, (B) not to meet with any advertising agency or media vendor to discuss any Advertising proposals for content development and creative direction of the Product, without providing Pfizer with a reasonable opportunity for a representative of Pfizer present and participate and (C) to promptly inform Pfizer if it enters into any arrangement with any advertising agency with respect to the Product.", "file_path": "cuad/ExactSciencesCorp_20180822_8-K_EX-10.1_11331629_EX-10.1_Promotion Agreement.txt"}]
Question: Consider the Consulting Agreement between Kiromic, Inc. and Gianluca Rotino; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [5561, 5780], "answer": "Upon the termination of this Agreement, or upon Company's earlier requests, Consultant will deliver to Company all property relating to, and all tangible embodiments of, Inventions in Consultant's possession or control.", "file_path": "cuad/KIROMICBIOPHARMA,INC_05_11_2020-EX-10.23-CONSULTING AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between NFLA, NFLA-NC, and Gridiron BioNutrients for Product Promotion; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [10191, 10333], "answer": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}, {"span": [10986, 11058], "answer": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}, {"span": [15901, 16165], "answer": "All payments shall be made by wire transfer drawn to the account of NFLA-NC no later than ten (10) business days after the end of each quarter as follows:   $0.05 per Unit as described herein of Company's Products sold in the Contract Territory payable to NFLA-NC.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}]
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [155313, 155484], "answer": "This Agreement shall be governed by and interpreted in accordance with the substantive laws of the State of New York, without regard to conflict of law principles thereof.", "file_path": "cuad/ExactSciencesCorp_20180822_8-K_EX-10.1_11331629_EX-10.1_Promotion Agreement.txt"}]
Question: Consider the Cologuard Promotion Agreement between Exact Sciences Corporation and Pfizer Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [139292, 139487], "answer": "This Agreement shall be effective as of the Effective Date and shall continue in effect through December 31, 2021 and any Renewal Term (the \"Term\"), unless terminated earlier as set forth herein.", "file_path": "cuad/ExactSciencesCorp_20180822_8-K_EX-10.1_11331629_EX-10.1_Promotion Agreement.txt"}]
Question: Consider the Maintenance and Support Agreement between VerticalNet, Inc., VerticalNet Enterprises LLC, and Converge, Inc.; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [30929, 31112], "answer": "Converge shall pay to VNE a minimum fee of Four and One-Half Million Dollars ($4,500,000) for VNE's provision of the Services during the Initial Term (the \"Initial Term Minimum Fee\").", "file_path": "cuad/VERTICALNETINC_04_01_2002-EX-10.19-MAINTENANCE AND SUPPORT AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Lucid Inc. and [Distributor]; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [10306, 10474], "answer": "In addition, Lucid may terminate this agreement by giving the Distributor Written Notice if there is any change of control, ownership or  management of the Distributor.", "file_path": "cuad/LUCIDINC_04_15_2011-EX-10.9-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between Kiromic, Inc. and Gianluca Rotino; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [5782, 6386], "answer": "Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention developed hereunder any invention, improvement, development concept, discovery or other proprietary subject matter owned by Consultant or in which Consultant has an interest (\"Item\"), Consultant will inform Company in writing thereof, and Company is hereby granted and shall have a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, reproduce, display, use and sell such Item as part of or in connection with the exploitation of such Invention.", "file_path": "cuad/KIROMICBIOPHARMA,INC_05_11_2020-EX-10.23-CONSULTING AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between NFLA, NFLA-NC, and Gridiron BioNutrients for Product Promotion; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [4314, 4540], "answer": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}]
Question: Consider the Distributor Agreement between Lucid Inc. and [Distributor]; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [10488, 10570], "answer": "Either party may terminate this agreement by providing Ninety days Written Notice.", "file_path": "cuad/LUCIDINC_04_15_2011-EX-10.9-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Maintenance and Support Agreement between VerticalNet, Inc., VerticalNet Enterprises LLC, and Converge, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [60940, 61073], "answer": "Otherwise, neither party may assign this Agreement without the other party's prior written consent (not to be unreasonably withheld).", "file_path": "cuad/VERTICALNETINC_04_01_2002-EX-10.19-MAINTENANCE AND SUPPORT AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between Kiromic, Inc. and Gianluca Rotino; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [5782, 6386], "answer": "Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention developed hereunder any invention, improvement, development concept, discovery or other proprietary subject matter owned by Consultant or in which Consultant has an interest (\"Item\"), Consultant will inform Company in writing thereof, and Company is hereby granted and shall have a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, reproduce, display, use and sell such Item as part of or in connection with the exploitation of such Invention.", "file_path": "cuad/KIROMICBIOPHARMA,INC_05_11_2020-EX-10.23-CONSULTING AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between NFLA, NFLA-NC, and Gridiron BioNutrients for Product Promotion; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [7218, 7377], "answer": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}]
Question: Consider the Outsourcing Agreement between Photronics, Inc., Dai Nippon Printing Co., Ltd., Photronics DNP Photomask Corporation, and Xiamen American Japan Photronics Mask Co., Ltd.; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [13890, 14113], "answer": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period.", "file_path": "cuad/PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement.txt"}, {"span": [14398, 14663], "answer": "If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product.", "file_path": "cuad/PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement.txt"}, {"span": [24464, 24558], "answer": "\"Warranty Period\" means a period of [***]from the relevant Supplier's shipment of the Product.", "file_path": "cuad/PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement.txt"}]
Question: Consider the Maintenance and Support Agreement between VerticalNet, Inc., VerticalNet Enterprises LLC, and Converge, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [61074, 61328], "answer": "No transfer of this Agreement by operation of law or change in Control of a party, including, without limitation, by merger, consolidation or sale or other transfer of equity interests, shall be considered an assignment for purposes of this Section 11.9.", "file_path": "cuad/VERTICALNETINC_04_01_2002-EX-10.19-MAINTENANCE AND SUPPORT AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between NFLA, NFLA-NC, and Gridiron BioNutrients for Product Promotion; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [25786, 25948], "answer": "This Agreement shall be governed by, and its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}]
Question: Consider the Consulting Agreement between Kiromic, Inc. and Gianluca Rotino; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [17817, 18083], "answer": "The Company will compensate Consultant at the rate of $400 per hour (19 hours cap monthly; anything over these hrs must be preapproved by management), payable in accordance with the Company's standard payroll schedule, and subject to withholding as legally required.", "file_path": "cuad/KIROMICBIOPHARMA,INC_05_11_2020-EX-10.23-CONSULTING AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Lucid Inc. and [Distributor]; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [359, 475], "answer": "Lucid appoints the Distributor and the Distributor accepts appointment as an exclusive authorized Lucid Distributor.", "file_path": "cuad/LUCIDINC_04_15_2011-EX-10.9-DISTRIBUTOR AGREEMENT.txt"}, {"span": [2013, 2108], "answer": "The Distributor is appointed as an exclusive Distributor within the following territories: [*].", "file_path": "cuad/LUCIDINC_04_15_2011-EX-10.9-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Outsourcing Agreement between Photronics, Inc., Dai Nippon Printing Co., Ltd., Photronics DNP Photomask Corporation, and Xiamen American Japan Photronics Mask Co., Ltd.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [14664, 14887], "answer": "Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1.", "file_path": "cuad/PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement.txt"}, {"span": [19175, 20347], "answer": "EXCEPT FOR LIABILITY ARISING FROM BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS CONTAINED IN THE NON-DISCLOSURE CLAUSE IN SECTION 12.17 OF THE CHINA JV OPERATING AGREEMENT, BREACHES OF LICENSE GRANTS CONTAINED HEREIN, AND EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES TO FULFILL INDEMNITY OBLIGATIONS DESCRIBED IN ARTICLE 8, (A) IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHERS, OR TO ANY PARTY CLAIMING THROUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.", "file_path": "cuad/PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement.txt"}]
Question: Consider the Distributor Agreement between Lucid Inc. and [Distributor]; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [3238, 3448], "answer": "The Distributors will not develop, manufacture or sell any equipment or service, which in any way can be considered to be competitive to the  equipment or service offered by Lucid to the Distributor as Product.", "file_path": "cuad/LUCIDINC_04_15_2011-EX-10.9-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between Kiromic, Inc. and Gianluca Rotino; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [11972, 12265], "answer": "Consultant shall not subcontract any portion of Consultant's duties under this Agreement without the prior written consent of Company. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Consultant without the express written consent of Company.", "file_path": "cuad/KIROMICBIOPHARMA,INC_05_11_2020-EX-10.23-CONSULTING AGREEMENT.txt"}]
Question: Consider the Maintenance and Support Agreement between VerticalNet, Inc., VerticalNet Enterprises LLC, and Converge, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [59281, 59596], "answer": "This Agreement and performance under this Agreement shall be governed by the laws of the United States of America and of the Commonwealth of Pennsylvania as applied to agreements entered into and to be performed entirely within Pennsylvania between Pennsylvania residents, excluding its conflicts of law provisions.", "file_path": "cuad/VERTICALNETINC_04_01_2002-EX-10.19-MAINTENANCE AND SUPPORT AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between NFLA, NFLA-NC, and Gridiron BioNutrients for Product Promotion; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [23974, 24086], "answer": "All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "file_path": "cuad/GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement.txt"}]