orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [58960, 59217], "answer": "During the Term and after expiration or termination of this Agreement, MusclePharm shall not contest or otherwise challenge or attack the AS Parties' rights in the Trademarks or Name and Appearance Rights or the validity of the license being granted herein.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}]
Question: Consider the Supply Agreement between HOVIONE INTER AG and INTERSECT ENT, Inc. for Active Pharmaceutical Ingredients; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [28889, 29503], "answer": "Neither this Agreement nor any interest herein may be assigned, in whole or in part, by either party without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, except that either party may assign its rights and obligations under this Agreement: (a) to an affiliate, division or subsidiary of such party; and/or (b) to any third party that acquires all or substantially all of the stock or assets of such party, whether by asset sale, stock sale, merger or otherwise, and, in any such event such assignee shall assume the transferring party's obligations hereunder.", "file_path": "cuad/INTERSECTENT,INC_05_11_2020-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the Collaborative Development and Commercialization Agreement between Microgenics Corporation and Achaogen, Inc. for Plazomicin Assay; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [130054, 130188], "answer": "This Agreement is subject to and governed by the laws of the State of Delaware, U.S.A. (without regard to conflict of law principles).", "file_path": "cuad/Microgenics Corporation - Collaborative Development and Commercialization Agreement.txt"}]
Question: Consider the Transportation Contract between Solana Petroleum Exploration Colombia Limited and ECOPETROL S.A. for Liquid Hydrocarbons; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [20069, 20377], "answer": "Save the event of gross negligence or willful misconduct, pursuant to the provisions in this numeral 11.2, the responsibility of  ECOPETROL under the Contract hereof under no circumstance shall exceed seventy five per cent (75%) of the value of the Crude lost or  damaged by causes attributable to ECOPETROL.", "file_path": "cuad/GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT.txt"}, {"span": [21872, 22155], "answer": "Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not  exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the  Contract hereof.", "file_path": "cuad/GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT.txt"}]
Question: Consider the Strategic Alliance Agreement between Intricon Corporation and Dynamic Hearing Pty Ltd for DSP Technology Development; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [39971, 40121], "answer": "Subject to the provisions of 11.1, Dynamic Hearing may terminate this Agreement upon three (3) months written notice  to IntriCon of such termination.", "file_path": "cuad/INTRICONCORP_03_10_2009-EX-10.22-Strategic Alliance Agreement.txt"}]
Question: Consider the Hosting Agreement between eGain Communications Corporation and Eliance Corporation; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [6408, 7068], "answer": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business       Hours or the first four (4) hours of Downtime outside of Normal Business       Hours (\"Initial Downtime\"), eGain will credit Customer's account for one       (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the       Initial Downtime, eGain will credit Customer's account for one (1)       additional day of service.", "file_path": "cuad/WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT.txt"}, {"span": [8007, 8251], "answer": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.", "file_path": "cuad/WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT.txt"}, {"span": [8253, 8437], "answer": "THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.", "file_path": "cuad/WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT.txt"}, {"span": [8895, 9215], "answer": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "file_path": "cuad/WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT.txt"}, {"span": [11065, 11714], "answer": "EXCLUDING LIABILITY FOR INFRINGEMENT CLAIMS AS DISCUSSED IN SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL eGAIN BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF eGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. eGain's entire liability under this Agreement for any damages from any cause whatsoever, regardless of form or action, whether in contract, negligence or otherwise, shall in no event exceed an amount equal to the price paid for the Services out of which the claim arose.", "file_path": "cuad/WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT.txt"}]
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [118800, 119189], "answer": "Bioeq may terminate this Agreement immediately upon written notice to Licensee, if Licensee or any of its Affiliates or sublicensees directly or indirectly challenge the validity or enforceability of, or oppose any extension of or the grant of a supplementary protection certificate with respect to, any Licensed Patent in any legal, court, administrative or other governmental proceeding.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}]
Question: Consider the Collaborative Development and Commercialization Agreement between Microgenics Corporation and Achaogen, Inc. for Plazomicin Assay; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [91186, 91544], "answer": "This Agreement shall be effective as of the Effective Date and unless terminated earlier by mutual written agreement of the Parties or pursuant to Section 9.2 (Termination At Will) or Section 9.3 (Termination for Cause) below, the term of this Agreement shall continue in effect until Achaogen ceases development and commercialization of Plazomicin (\"Term\").", "file_path": "cuad/Microgenics Corporation - Collaborative Development and Commercialization Agreement.txt"}]
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [77807, 78536], "answer": "MusclePharm shall, throughout the Term of the Agreement and for a period of not less than four years thereafter, obtain and maintain at its own cost and expense from a qualified insurance company licensed to do business in California and New York, a commercial general liability insurance policy including coverage for contractual liability (applying to the terms and conditions of this agreement), product liability, personal injury liability, and advertiser's liability, in a form approved by the AS Parties, in the amount of at least Five Million Dollars (US$5,000,000) per occurrence naming the AS Parties (for the avoidance of doubt, specifically including each of Lender, Endorser, and Fitness) as additional named insureds", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}, {"span": [78538, 79878], "answer": "Without limiting the generality of the foregoing, such policy shall provide protection against any and all claims, demands, and causes of action arising out of any defects or failure to perform, alleged or otherwise, of the Products and Licensed Products or any material used in connection therewith or any use thereof. The policy shall provide for ten (10) days notice to the AS Parties from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation, or termination thereof. MusclePharm agrees to furnish the AS Parties a certificate of insurance evidencing same within thirty (30) days after execution of this Agreement and, in no event, shall MusclePharm manufacture, distribute, advertise, or sell the Licensed Products prior to receipt by the AS Parties of such evidence of insurance. MusclePharm shall be responsible to provide for any appearances pursuant to this Agreement by Endorser appropriate certificates of insurance with coverage limits of at least Five Million Dollars (US$5,000,000) per occurrence endorsed to name the AS Parties as additional named insureds with respect to claims arising out of appearances by Endorser. MusclePharm shall be responsible to pay the deductible under any such insurance policies with respect to any claims made under such policies.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}]
Question: Consider the Sponsorship and Services Agreement between HOF Village, LLC, National Football Museum, Inc., and Constellation NewEnergy, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [23021, 23256], "answer": "The term of this Agreement (the \"Term\"), unless mutually extended by written agreement of the Parties or unless sooner terminated as provided herein, shall commence effective as of the date hereof and shall expire on December 31, 2028.", "file_path": "cuad/GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement.txt"}]
Question: Consider the Supply Agreement between HOVIONE INTER AG and INTERSECT ENT, Inc. for Active Pharmaceutical Ingredients; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [29977, 30221], "answer": "In the case that either company is acquired by, or merges with, another company which has reason to not wish to continue the relationship, that company may make a contract buyout payment [*] for the [*], with a [*] buyout payment amount of [*].", "file_path": "cuad/INTERSECTENT,INC_05_11_2020-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Intricon Corporation and Dynamic Hearing Pty Ltd for DSP Technology Development; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [12929, 13146], "answer": "The rights granted under such agreements shall  be included as exceptions to the exclusivity of IntriCon's License Grant, if such agreements are executed by Dynamic Hearing and the third party  before January 1, 2009.", "file_path": "cuad/INTRICONCORP_03_10_2009-EX-10.22-Strategic Alliance Agreement.txt"}, {"span": [18328, 18510], "answer": "To maintain exclusive rights to Dynamic Hearing Technology for Hearing Aids IntriCon will make minimum annual payments to  Dynamic Hearing as set out in the Minimum Payment Schedule.", "file_path": "cuad/INTRICONCORP_03_10_2009-EX-10.22-Strategic Alliance Agreement.txt"}]
Question: Consider the Transportation Contract between Solana Petroleum Exploration Colombia Limited and ECOPETROL S.A. for Liquid Hydrocarbons; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [1444, 1668], "answer": "Bases on the operating conditions of the \"Trasandino\" Pipeline, ECOPETROL shall only receive daily crude oil from the SENDER up to a maximum  equivalent to 12% of the total light crude received in the day at the Orito Plant.", "file_path": "cuad/GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT.txt"}, {"span": [51471, 51570], "answer": "Contracted Capacity: means the Capacity of the Pipeline committed through Transportation Contracts.", "file_path": "cuad/GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT.txt"}]
Question: Consider the Hosting Agreement between eGain Communications Corporation and Eliance Corporation; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [11065, 11443], "answer": "EXCLUDING LIABILITY FOR INFRINGEMENT CLAIMS AS DISCUSSED IN SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL eGAIN BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF eGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT.txt"}]
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; Are there any third-party beneficiaries designated in this contract?
Relevant contract clauses:
[{"span": [70148, 70293], "answer": "iPass and its suppliers shall be deemed to be third-party beneficiaries of this agreement, with the right to enforce the terms of this agreement.", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}]
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [105129, 105914], "answer": "Except for a breach of Section 11 (\"Confidentiality\"), and without limiting a Party's indemnification obligations hereunder, in no event shall either Party be liable to the other Party in any manner for any special, non- compensatory, consequential, indirect, incidental, statutory or punitive damages of any kind, including lost profits and lost revenue, regardless of the form of action, whether in contract, tort, product liability or otherwise, even if informed of or aware of the possibility of any such damages in advance, except to the extent that such limitation of liability is contrary to the Applicable Law or any such special, non-compensatory, consequential, indirect, incidental, statutory or punitive damages have been awarded to a Third Party under a Third Party Claim.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}]
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [64976, 65156], "answer": "In no event shall the AS Parties' indemnification obligations to MusclePharm hereunder exceed the after-tax value of the Cash Consideration received by Lender under this Agreement.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}, {"span": [75729, 75820], "answer": "IN NO EVENT SHALL THE AS PARTIES BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}]
Question: Consider the Supply Agreement between HOVIONE INTER AG and INTERSECT ENT, Inc. for Active Pharmaceutical Ingredients; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [33594, 33776], "answer": "This Agreement is to be governed by and construed in accordance with the laws of the State of New York, United States, notwithstanding any conflict of law provisions to the contrary.", "file_path": "cuad/INTERSECTENT,INC_05_11_2020-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [193904, 194317], "answer": "In the event that Array reasonably objects to a proposed usage of the Product Trademark(s), it shall give written notice of such objection to Ono within sixty (60) days of receipt of such sample, specifying the way in which such usage of its Product Trademark(s) fails to meet the style, usage or quality standards for the Product or Product Trademark set forth in the first two sentences of this Section 12.4(c).", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Intricon Corporation and Dynamic Hearing Pty Ltd for DSP Technology Development; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [46737, 46879], "answer": "This Agreement is governed by the laws of Victoria, Australia and the parties submit to the jurisdiction of the courts of Victoria,  Australia", "file_path": "cuad/INTRICONCORP_03_10_2009-EX-10.22-Strategic Alliance Agreement.txt"}]
Question: Consider the Transportation Contract between Solana Petroleum Exploration Colombia Limited and ECOPETROL S.A. for Liquid Hydrocarbons; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [139506, 139605], "answer": "This Manual is governed in all its parts by the applicable regulations of the Republic of Colombia.", "file_path": "cuad/GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT.txt"}]
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [105129, 105914], "answer": "Except for a breach of Section 11 (\"Confidentiality\"), and without limiting a Party's indemnification obligations hereunder, in no event shall either Party be liable to the other Party in any manner for any special, non- compensatory, consequential, indirect, incidental, statutory or punitive damages of any kind, including lost profits and lost revenue, regardless of the form of action, whether in contract, tort, product liability or otherwise, even if informed of or aware of the possibility of any such damages in advance, except to the extent that such limitation of liability is contrary to the Applicable Law or any such special, non-compensatory, consequential, indirect, incidental, statutory or punitive damages have been awarded to a Third Party under a Third Party Claim.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}]
Question: Consider the Hosting Agreement between eGain Communications Corporation and Eliance Corporation; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [15329, 15526], "answer": "Except in the event of termination for Customer's breach, eGain shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement).", "file_path": "cuad/WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT.txt"}]
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [25706, 26468], "answer": "EACH PARTY'S MAXIMUM LIABILITY FOR DAMAGES CAUSED BY ITS FAILURE TO PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT IS LIMITED TO: (A) PROVEN DIRECT DAMAGES FOR CLAIMS ARISING OUT OF PERSONAL INJURY OR DEATH, OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY THE PARTY'S NEGLIGENT OR WILLFUL MISCONDUCT; AND (B) PROVEN DIRECT DAMAGES FOR ANY AND ALL CLAIMS ARISING FROM OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE LICENSED SOFTWARE OR SERVICES, NOT TO EXCEED AN AMOUNT EQUAL TO THE AMOUNT OF FEES ACTUALLY PAID BY CHANNEL PARTNER TO IPASS DURING THE SIX (6) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. ALL CLAIMS AGAINST THE PARTIES WILL BE AGGREGATED TO DETERMINE SATISFACTION OF THIS LIMIT, AND MULTIPLE CLAIMS WILL NOT ENLARGE THE LIMIT.", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}, {"span": [26496, 26906], "answer": "NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE LICENSED SOFTWARE, THE SERVICES OR DOCUMENTATION, WHETHER FROM BREACH OF CONTRACT OR WARRANTY, FROM NEGLIGENCE, STRICT LIABILITY OR OTHER CAUSE OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}, {"span": [68163, 68447], "answer": "TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHANNEL PARTNER, IPASS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE.", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}]
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [33253, 33456], "answer": "Lender understands that all books, records, and documents of MusclePharm relating to it have been and remain available for inspection by him or his business and financial advisors upon reasonable notice.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}, {"span": [47865, 48251], "answer": "The AS Parties shall have the right, upon at least five (5) days written notice and no more than once each Contract Year of the Term to inspect MusclePharm's books and records and all other documents and material in the possession of or under the control of MusclePharm with respect to the Licensed Products at the place or places where such records are normally retained by MusclePharm", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}, {"span": [48712, 48938], "answer": "In the event a shortfall in the amount of five percent (5%) or more is discovered, MusclePharm shall reimburse the AS Parties for the cost of the audit including any reasonable attorney's fees incurred in connection therewith.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}, {"span": [54619, 55190], "answer": "MusclePharm shall at all reasonable times during the Term (but no more than once during each Contract Year of the Term), and upon reasonable notice, permit the AS Parties to send their authorized representatives to inspect the facilities of MusclePharm or its agents in order to confirm that the production of the Licensed Products hereunder is in compliance with the quality standards set out herein and, at MusclePharm's expense, randomly test the formulas of the Licensed Products for quality control purposes, although the AS Parties will have no obligation to do so.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between Intricon Corporation and Dynamic Hearing Pty Ltd for DSP Technology Development; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [10067, 10307], "answer": "The initial term of this Agreement shall be five (5) years from the date of execution and may be extended subject to satisfactory  agreement on ongoing commercial terms, to be agreed two (2) months prior to the expiration of this Agreement.", "file_path": "cuad/INTRICONCORP_03_10_2009-EX-10.22-Strategic Alliance Agreement.txt"}]
Question: Consider the Supply Agreement between HOVIONE INTER AG and INTERSECT ENT, Inc. for Active Pharmaceutical Ingredients; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [23489, 23684], "answer": "Unless terminated in accordance with the provisions of Section 10.2 below, the term of this Agreement shall commence on the Effective Date and shall continue in effect for a FIVE (5) year period.", "file_path": "cuad/INTERSECTENT,INC_05_11_2020-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [241181, 241770], "answer": "UNLESS EXPRESSLY PROVIDED HEREUNDER, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS RESPECTIVE AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES BE LIABLE UNDER THIS AGREEMENT FOR SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY THE OTHER PARTY UNDER THIS AGREEMENT, OF ANY KIND WHATEVER AND HOWEVER CAUSED, AND WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, AND EVEN IF FORESEEABLE OR SUFFERED IN CIRCUMSTANCES WHERE A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}]
Question: Consider the Transportation Contract between Solana Petroleum Exploration Colombia Limited and ECOPETROL S.A. for Liquid Hydrocarbons; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [1053, 1112], "answer": "TERM OF EXECUTION From January 30, 2012 until July 29, 2012", "file_path": "cuad/GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT.txt"}]
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [27267, 27584], "answer": "CHANNEL PARTNER'S PAYMENT OBLIGATIONS, LIABILITY FOR EARLY TERMINATION FEES OR CHARGES, BREACHES OF CONFIDENTIALITY BY EITHER PARTY, MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THE OTHER PARTY, AND THE PARTIES' INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT ARE EXCLUDED FROM THESE LIMITATIONS OF LIABILITY.", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}]
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [14287, 14785], "answer": "During the Term, the right to use Endorser's Name and Appearance Rights granted to MusclePharm in this Section shall extend for six (6) months beyond the expiration of this Agreement (the \"Use-up Period\"). MusclePharm shall create no new advertising during the Use-up Period using Endorser's Name and Appearance, but shall have the right to use during the Use-up Period Endorser's Name and Appearance in advertisements and promotional materials created before the expiration date of this Agreement.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}, {"span": [23047, 23503], "answer": "During the Term of this Agreement and during any sell-off period, MusclePharm shall pay Lender a royalty (the \"Royalty\") of 10% on Net Sales (as defined below) of Licensed Products sold through its wholesale Distribution Channels or retail Distribution Channels, as the case may be and 10% on Net Sales of the Training Video and any Products sold in connection with any Training Video as contemplated pursuant to the last sentence of Section 4(a)(i) above.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}, {"span": [26699, 26984], "answer": "MusclePharm's obligations for the payment of a Royalty and the Guaranteed Minimum Royalty (as defined below) shall survive expiration or termination of this Agreement and will continue for so long as MusclePharm continues to manufacture, sell or otherwise market the Licensed Products.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}, {"span": [44982, 45381], "answer": "Notwithstanding the foregoing, in the event the expiration of this Agreement or termination of this Agreement by Musclepharm pursuant to paragraph 9(a), MusclePharm shall be entitled to sell-off the remaining Licensed Products for six (6) months after such expiration of this Agreement pursuant to paragraph 4(d) herein and shall continue to pay Endorser the Royalty set forth in paragraph 7 herein.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}, {"span": [48945, 49157], "answer": "MusclePharm agrees to preserve and keep accessible and available to the AS Parties all relevant books and records for a period of at least three (3) years following the expiration or termination of the Agreement.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}]
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [59872, 60348], "answer": "Upon reasonable written request of Bioeq, and no more than once during a given calendar year, Licensee shall make all records reasonably necessary to verify the accuracy of its quarterly reports pursuant to Section 7.3.2 available for inspection by an independent auditor of an internationally recognized auditing firm during Licensee's standard business hours. Such audit shall be for the purpose of ensuring Licensee's compliance with its payment obligations hereunder only.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}]
Question: Consider the Hosting Agreement between eGain Communications Corporation and Eliance Corporation; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [2918, 3277], "answer": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "file_path": "cuad/WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [8376, 8526], "answer": "If requested, [***] shall arrange for any insurance desired by [***] on shipments of Product, in amounts that [***] shall determine, and naming [***].", "file_path": "cuad/FUSIONPHARMACEUTICALSINC_06_05_2020-EX-10.17-Supply Agreement - FUSION.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [114380, 115059], "answer": "Ono shall, and shall require its Affiliates to, permit Array, and/or an authorized representative reasonably acceptable to Ono, to enter the relevant facilities of Ono and its Affiliates during normal business hours and upon reasonable advance notice to inspect and verify compliance with applicable regulatory and other requirements, as well as with this Agreement, with respect to all matters relating to the Product, all Ono Know-How to be provided to Array pursuant to Section 4.7 and the activities generating such Ono Know-How. Such inspection right shall include the right to examine any internal procedures or records of Ono and/or its Affiliates relating to the Product.", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}, {"span": [141862, 142397], "answer": "Such records will be open for inspection during such three (3) year period by an independent certified public accounting firm of nationally (the US or Japan) recognized standing (the \"Auditor\"), chosen by Array and reasonably acceptable to Ono for the purpose of verifying the amounts payable by Ono hereunder. Such inspections may be made no more than once each Calendar Year, at reasonable times and on reasonable prior written notice. Such records for any particular calendar quarter shall be subject to no more than one inspection.", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}, {"span": [142520, 142994], "answer": "Inspections conducted under this Section 7.4 shall be at the expense of Array, unless a variation or error producing an underpayment in amounts payable exceeding [ * ] of the amount paid for a period covered by the inspection is established, in which case all reasonable costs relating to the inspection for such period and any unpaid amounts that are discovered shall be paid by Ono, together with interest on such unpaid amounts at the rate set forth in Section 7.1 above.", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}, {"span": [143654, 143855], "answer": "It is understood that the foregoing audit rights shall include the right to have the Auditor verify Ono's compliance (and the compliance of its Affiliates and Sublicensees) with the above requirements.", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Bravatek Solutions, Inc. and Fazync LLC; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [3736, 4373], "answer": "For any Product or Solution sold to any perspective clients introduced by Bravatek registered with Fazync via email to IHSI's CEO, Devon Jones, and delivered through Bravatek or a Fazync -designated distribution affiliate(s) or sales channel(s), Bravatek will receive a lead-finder fee, to be mutually discussed and finally decided by Fazync at the range of minimum of 10% to maximum of 20% of project revenue, with an exact fee to be depending upon the overall project sales margin and cost of development and delivery of each project, payable NET 30 days after each client payment on delivered products received at Fazync bank account.", "file_path": "cuad/INTELLIGENTHIGHWAYSOLUTIONS,INC_01_18_2018-EX-10.1-Strategic Alliance Agreement.txt"}]
Question: Consider the Supply Agreement between Florida Chemical Company, LLC and Flotek Chemistry, LLC for Terpene Products; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [11001, 11165], "answer": "FCC agrees to provide $5,000,000 of commercial liability insurance in support of this indemnity which names Flotek as additional insured, with waiver of subrogation", "file_path": "cuad/FLOTEKINDUSTRIESINCCN_05_09_2019-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the Hosting Agreement between eGain Communications Corporation and Eliance Corporation; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [2918, 3277], "answer": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "file_path": "cuad/WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT.txt"}, {"span": [16388, 16614], "answer": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain.", "file_path": "cuad/WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT.txt"}]
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; Does this contract include an unlimited or all-you-can-eat license?
Relevant contract clauses:
[{"span": [48771, 48974], "answer": "The fees include the (i) use of the Mobility Management Services; (ii) unlimited iPass network access (except for certain premium in-flight Wi-Fi Services); and (iii) iPass Hosted Authentication Service.", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between Bravatek Solutions, Inc. and Fazync LLC; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [3736, 4373], "answer": "For any Product or Solution sold to any perspective clients introduced by Bravatek registered with Fazync via email to IHSI's CEO, Devon Jones, and delivered through Bravatek or a Fazync -designated distribution affiliate(s) or sales channel(s), Bravatek will receive a lead-finder fee, to be mutually discussed and finally decided by Fazync at the range of minimum of 10% to maximum of 20% of project revenue, with an exact fee to be depending upon the overall project sales margin and cost of development and delivery of each project, payable NET 30 days after each client payment on delivered products received at Fazync bank account.", "file_path": "cuad/INTELLIGENTHIGHWAYSOLUTIONS,INC_01_18_2018-EX-10.1-Strategic Alliance Agreement.txt"}]
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [60425, 60626], "answer": "MusclePharm agrees that any copyrights in works created based upon the Trademarks and/or Name and Appearance Rights shall become the rights of the AS Parties (as among them to be determined among them)", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}, {"span": [60628, 61762], "answer": "MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties. All such works based upon the Trademarks and/or Name and Appearance Rights shall be prepared by an employee-for- hire of MusclePharm (under MusclePharms's sole supervision, responsibility, and monetary obligation) or as a work-for-hire by a third party who assigns to the AS Parties in writing and in perpetuity throughout the universe all right, title, and interest in the same provided however, nothing herein shall preclude MusclePharm from using any of the intellectual property to be retained by MusclePharm contemplated pursuant to Section 9(f) of this Agreement after the termination of this Agreement.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}]
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [70509, 70936], "answer": "Subject to the terms and conditions of this agreement, Channel Partner grants to you a royalty-free, non-exclusive, non-transferable, limited license right exercisable solely during the term of this agreement to: (1) reproduce, exactly as provided by Channel Partner, object code copies of the Client Software, as needed for distribution to your End Users the iPass Software; and to install and use the iPass Licensed Software.", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}]
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [22629, 23077], "answer": "CPDC hereby provides a limited product warranty, and accordingly does warrant for each Batch, that the Product shipped will (i) conform with the Specifications, (ii) be manufactured, tested, processed, packed and prepared for shipment in accordance with cGMPs, and (iii) be free from defects in material and workmanship for the period from the date of manufacture to the expiry date set out on each Unit of Product packed and prepared for shipment.", "file_path": "cuad/FUSIONPHARMACEUTICALSINC_06_05_2020-EX-10.17-Supply Agreement - FUSION.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [199994, 200272], "answer": "Upon expiration of this Agreement, the licenses granted to Ono under Section 2.1 shall become non-exclusive, fully paid- up, irrevocable, perpetual, royalty free licenses, with sublicensing rights, to Develop, Manufacture, and/or Commercialize the Products in the Ono Territory.", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Florida Chemical Company, LLC and Flotek Chemistry, LLC for Terpene Products; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [3021, 3209], "answer": "FCC shall promptly, but in no event later than three (3) days after the date of such purchase order, confirm its acceptance or rejection of such purchase order by written notice to Flotek.", "file_path": "cuad/FLOTEKINDUSTRIESINCCN_05_09_2019-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [30133, 30440], "answer": "Licensee shall be entitled to grant sublicenses under its license pursuant to Section 2.1 to Affiliates only, provided that any sublicense granted by Licensee under this Section 2.1.2 shall be made through a written agreement in the English language and shall be consistent with the terms of this Agreement.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}, {"span": [67150, 67767], "answer": "For those countries where a specific license is required for a joint owner of a Joint Invention or Joint Improvement to practice such Joint Invention or Joint Improvement, in such country, each Party hereby grants to the other Party a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under such Party's right, title and interest in and to such Joint Invention or Joint Improvement to freely exploit such Joint Invention or Joint Improvement in such country, subject to the terms and conditions of this Agreement and the licenses granted hereunder.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}]
Question: Consider the Hosting Agreement between eGain Communications Corporation and Eliance Corporation; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [18255, 18406], "answer": "Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party.", "file_path": "cuad/WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [25935, 26136], "answer": "Without limiting Section 11, in the event of for cause termination of this Agreement by FUSION pursuant to Section 7.2, CPDC's maximum liability shall be no greater than that set forth in Section 11.2.", "file_path": "cuad/FUSIONPHARMACEUTICALSINC_06_05_2020-EX-10.17-Supply Agreement - FUSION.txt"}, {"span": [31758, 32454], "answer": "EXCEPT FOR DAMAGES FOR WHICH A PARTY IS RESPONSIBLE PURSUANT TO ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 ABOVE, EACH PARTY SPECIFICALLY DISCLAIMS ALL LIABILITY FOR AND SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST SAVINGS, INTERRUPTIONS OF BUSINESS OR OTHER DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR RESULTING FROM THE MANUFACTURE, HANDLING. MARKETING, SALE, DISTRIBUTION OR USE OF LICENSED PRODUCT REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/FUSIONPHARMACEUTICALSINC_06_05_2020-EX-10.17-Supply Agreement - FUSION.txt"}, {"span": [32571, 32912], "answer": "EXCEPT FOR DAMAGES FOR WHICH A PARTY IS RESPONSIBLE PURSUANT TO ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 ABOVE, NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATED TO THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN [***] AFTER SUCH PARTY HAS KNOWLEDGE OF THE OCCURRENCE THAT GAVE RISE TO THE CAUSE OF SUCH ACTION.", "file_path": "cuad/FUSIONPHARMACEUTICALSINC_06_05_2020-EX-10.17-Supply Agreement - FUSION.txt"}, {"span": [33027, 33150], "answer": "CPDC'S MAXIMUM LIABILITY TO FUSION UNDER THIS SUPPLY AGREEMENT FOR ANY REASON WHATSOEVER, INCLUDING, WILL NOT EXCEED [***].", "file_path": "cuad/FUSIONPHARMACEUTICALSINC_06_05_2020-EX-10.17-Supply Agreement - FUSION.txt"}]