orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [8234, 8412], "answer": "In  the  event  that this contract between Network 1 and Affiliate is terminated for any reason, the Contractors located by Affiliate  shall  remain  Contractors  of  Network  1.", "file_path": "cuad/UsioInc_20040428_SB-2_EX-10.11_1723988_EX-10.11_Affiliate Agreement 2.txt"}]
Question: Consider the Licensing and Maintenance Agreement between SAP Africa and Telkom South Africa; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [69365, 69576], "answer": "Without limiting SAP AFRICA'S liabilities or responsibilities in terms of the   AGREEMENT, SAP AFRICA will provide and maintain insurance to cover its   liability and responsibilities in terms of this AGREEMENT.", "file_path": "cuad/TELKOMSALTD_01_30_2003-EX-10-LICENCE AND MAINTENANCE AGREEMENT.txt"}, {"span": [69696, 69795], "answer": "Insurance in terms of the Compensation for Injuries and Diseases Act, No. 130 of   1993, as amended", "file_path": "cuad/TELKOMSALTD_01_30_2003-EX-10-LICENCE AND MAINTENANCE AGREEMENT.txt"}, {"span": [70224, 70329], "answer": "Motor Vehicle Liability Insurance in respect of all motor vehicles brought onto the   premises of TELKOM.", "file_path": "cuad/TELKOMSALTD_01_30_2003-EX-10-LICENCE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [28288, 28664], "answer": "Neither Party shall do or cause to be done any act or thing that may in any way adversely affect any rights of the other Party in and to such other Party's Marks or any registrations thereof or that, directly or indirectly, may reduce the value of such Marks or detract from any Mark's reputation, including challenging the ownership, validity or enforceability of such Marks.", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}]
Question: Consider the Exclusive Distributor Agreement between IMRS Operations Inc. and Delteq Pte Ltd.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [34415, 34578], "answer": "This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, U.S.A. without regard to its conflict of taws provision.", "file_path": "cuad/HYPERIONSOFTWARECORP_09_28_1994-EX-10.47-EXCLUSIVE DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Exclusive Distributor Agreement between IMRS Operations Inc. and Delteq Pte Ltd.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [27451, 27740], "answer": "This Agreement shall have an initial term of one (1) year from the date first above written (the \"Initial Term\"), and shall thereafter automatically renew for successive two (2) year periods (each a \"Renewal Term\"), unless earlier terminated in accordance with the terms of this Agreement.", "file_path": "cuad/HYPERIONSOFTWARECORP_09_28_1994-EX-10.47-EXCLUSIVE DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Licensing and Maintenance Agreement between SAP Africa and Telkom South Africa; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [9274, 9765], "answer": "Subject to the provisions of this AGREEMENT, and with effect from the date   when the party signing last in time appends its signature to this agreement (\"the   effective date\"), and enduring in perpetuity unless terminated as provided for   elsewhere in this AGREEMENT, SAP AFRICA grants, and TELKOM accepts a   non-exclusive, non-transferable licence to USE the SOFTWARE,   DOCUMENTATION and other SAP AFRICA PROPRIETARY INFORMATION at   the specified DESIGNATED SITE within the TERRITORY.", "file_path": "cuad/TELKOMSALTD_01_30_2003-EX-10-LICENCE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [37771, 38350], "answer": "EXCEPT WITH RESPECT TO EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, (A) UNDER NO CIRCUMSTANCE AND UNDER NO LEGAL THEORY (TORT, CONTRACT, OR OTHERWISE), SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF OPPORTUNITY OR OTHER SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES SUFFERED BY THE OTHER PARTY ARISING IN CONNECTION WITH THIS AGREEMENT; AND (B) THE MAXIMUM LIABILITY OF EACH PARTY IN ANY WAY RELATED TO THIS AGREEMENT SHALL NOT EXCEED $2,000,000.00 (EXCLUDING ANY AMOUNTS DUE AND PAYABLE PURSUANT TO SECTION ​8 HEREUNDER).", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}]
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [36093, 37501], "answer": "XSPA shall obtain, and thereafter maintain during the Term, the following insurance: (a) Special form property policy covering all stock on premises of the Store, including with respect to all Product Collateral; (b) Workers' Compensation Insurance in the statutorily required amount (or XSPA shall participate in the appropriate state fund if such insurance is not available or allowed), together with Employer's Liability Insurance with a limit of $1,000,000 for each accident; and (c) Commercial General Liability insurance, (including fire liability, contractual liability, personal injury, product liability and completed operations coverage) in the amount of not less than $3,000,000 combined single limit with umbrella liability coverage with a limit of not less than $10,000,000; The foregoing insurance policies shall name XSPA as the insured and Calm as additional insured (except for Workers' Compensation Insurance). If any such insurance is on a \"claims made\" basis, XSPA shall maintain coverage thereunder for a period of at least two (2) years following the termination of this Agreement. With respect to the foregoing, XSPA shall provide to Calm certificate(s) evidencing such insurance prior to or upon execution of this Agreement. The certificates shall provide that Calm will be given at least thirty (30) days prior written notice of cancellation or any material change in these policies.", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}, {"span": [37666, 37763], "answer": "In no event shall any insurer have a Best's Insurance rating of less than (A-) of class size VII.", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}]
Question: Consider the Nonexclusive Value Added Distributor Agreement between ScanSource, Inc. and Cisco Systems, Inc.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [36685, 36803], "answer": "Either party may terminate this Agreement, without cause, by giving the other party [*****] days prior written notice.", "file_path": "cuad/ScansourceInc_20190822_10-K_EX-10.38_11793958_EX-10.38_Distributor Agreement1.txt"}]
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [24629, 24745], "answer": "This  agreement  may  not  be assigned or delegated by Affiliate without  prior  written  consent  from  Network  1.", "file_path": "cuad/UsioInc_20040428_SB-2_EX-10.11_1723988_EX-10.11_Affiliate Agreement 2.txt"}]
Question: Consider the Nonexclusive Value Added Distributor Agreement between ScanSource, Inc. and Cisco Systems, Inc.; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [35141, 35402], "answer": "Distributor will not purchase Products for resale to any Reseller from any person or entity other than Cisco, provided that Distributor may accept returned Product from Resellers if Distributor initially sold the Product to be returned to such Reseller. [*****]", "file_path": "cuad/ScansourceInc_20190822_10-K_EX-10.38_11793958_EX-10.38_Distributor Agreement1.txt"}]
Question: Consider the Licensing and Maintenance Agreement between SAP Africa and Telkom South Africa; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [9274, 9765], "answer": "Subject to the provisions of this AGREEMENT, and with effect from the date   when the party signing last in time appends its signature to this agreement (\"the   effective date\"), and enduring in perpetuity unless terminated as provided for   elsewhere in this AGREEMENT, SAP AFRICA grants, and TELKOM accepts a   non-exclusive, non-transferable licence to USE the SOFTWARE,   DOCUMENTATION and other SAP AFRICA PROPRIETARY INFORMATION at   the specified DESIGNATED SITE within the TERRITORY.", "file_path": "cuad/TELKOMSALTD_01_30_2003-EX-10-LICENCE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [8450, 9149], "answer": "If during the term of this Agreement for any renewal of this Agreement (the \"Right of First Refusal Period\"), Affiliate shall receive (i) any Bona Fide Offer to purchase the revenue due Affiliate under this Agreement  or  Affiliate's company through an asset purchase or merger (in which case  Network  1  shall be subordinate to the Checkfree first refusal right), or (ii) a Bona Fide Offer to acquire or merge with or into Affiliate (in which case Network  1 shall be subordinate to the Checkfree first refusal right), Affiliate shall  immediately  give written notice (the \"Offer Notice\") to Network 1 of the terms  and  conditions  of the Bona Fide Offer, including without limitation the price.", "file_path": "cuad/UsioInc_20040428_SB-2_EX-10.11_1723988_EX-10.11_Affiliate Agreement 2.txt"}, {"span": [9151, 9371], "answer": "Network  1  shall  have the exclusive right of first refusal to purchase all  or  any part of the revenue due Affiliate or acquire Affiliate (as the case may  be)  on the same terms and conditions as the Bona Fide Offer.", "file_path": "cuad/UsioInc_20040428_SB-2_EX-10.11_1723988_EX-10.11_Affiliate Agreement 2.txt"}, {"span": [9373, 9531], "answer": "If Network 1 desires to exercise its rights under this Section it will give written notice to Affiliate  within  15  business  days  of  receipt of the Offer.", "file_path": "cuad/UsioInc_20040428_SB-2_EX-10.11_1723988_EX-10.11_Affiliate Agreement 2.txt"}, {"span": [9654, 9859], "answer": "Any changes in the terms of the Bona Fide Offer as well as  any  subsequent  Bona  Fide  Offer  received by Affiliate shall require full compliance  by  Affiliate  with  the  procedures  in  this  Section.", "file_path": "cuad/UsioInc_20040428_SB-2_EX-10.11_1723988_EX-10.11_Affiliate Agreement 2.txt"}]
Question: Consider the Distributor Agreement between WatchGuard Technologies, Inc. and European Micro; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [29401, 29716], "answer": "Distributor will not register, attempt to register or assist anyone else to      register, directly or indirectly, the Trademarks or any copyright or other      proprietary rights associated with the Product in the Territory or      elsewhere other than in the name of WGT, without WGT's prior written      consent.", "file_path": "cuad/EUROPEANMICROHOLDINGSINC_03_06_1998-EX-10.6-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Nonexclusive Value Added Distributor Agreement between ScanSource, Inc. and Cisco Systems, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [52322, 52710], "answer": "The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of New York, United States of America, as if performed wholly within the state and without giving effect to the principles of conflicts of law, and the state and federal courts of California shall have jurisdiction over any claim arising under this Agreement.", "file_path": "cuad/ScansourceInc_20190822_10-K_EX-10.38_11793958_EX-10.38_Distributor Agreement1.txt"}]
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; Is there a clause preventing the solicitation of customers in this contract?
Relevant contract clauses:
[{"span": [14264, 14788], "answer": "Affiliate shall not, without the express written consent of  Network  1: i.           Contact  or  otherwise  deal directly with, VISA, MasterCard or the Member  Bank;  or ii.     Make  any representations with respect to Network 1, VISA, MasterCard or the  Member  Bank;  or iii.     Make  contact  with  or  contract  with  any vendor of Network 1 or its subsidiaries  including other Affiliate's, direct sponsored ISO/MSP's of Network 1/Member  Bank,  or  any merchants currently processing with Network 1 or Member Bank.", "file_path": "cuad/UsioInc_20040428_SB-2_EX-10.11_1723988_EX-10.11_Affiliate Agreement 2.txt"}, {"span": [20290, 20689], "answer": "Additionally, upon termination of this contract for any  reason, all merchants recruited by Affiliate on behalf of Network 1 for any product  offered  through  Network  1,  Affiliate  shall  not approach, rewrite, pursue,  or  contract  with any current client for the purpose of obtaining said client as a new customer for Affiliate or any competing entity the Affiliate may be  in  contract  with.", "file_path": "cuad/UsioInc_20040428_SB-2_EX-10.11_1723988_EX-10.11_Affiliate Agreement 2.txt"}]
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [15213, 15609], "answer": "XSPA's representatives may, from time to time during regular business hours on reasonable advance notice, during the Term of this Agreement and for a period of six (6) months thereafter, inspect and audit such books and records and examine and copy all other documents and material in the possession or under the control of Calm with respect to the subject matter and the terms of this Agreement.", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}, {"span": [15664, 15961], "answer": "After completion of any inspection or audit pursuant to this Section 8.02, XSPA shall notify Calm of the results of such inspection and audit (the \"Calm Audit Results\"). Upon receipt of such information, Calm shall have thirty (30) days (the \"Calm Review Period\") to review the Calm Audit Results.", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}, {"span": [22141, 22537], "answer": "Calm's representatives may, from time to time during regular business hours on reasonable advance notice, during the Term of this Agreement and for a period of six (6) months thereafter, inspect and audit such books and records and examine and copy all other documents and material in the possession or under the control of XSPA with respect to the subject matter and the terms of this Agreement.", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}, {"span": [40810, 41104], "answer": "Upon termination or expiration of this Agreement, Calm (at its sole expense) may engage a third party to audit XSPA's inventory of any and all Product Collateral then on hand at each Store and XSPA shall promptly return or dispose of such inventory as instructed by Calm at Calm's sole expense.", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}]
Question: Consider the Licensing and Maintenance Agreement between SAP Africa and Telkom South Africa; Does this contract provide for joint intellectual property ownership?
Relevant contract clauses:
[{"span": [33377, 33941], "answer": "In the event that SAP AFRICA develops jointly with TELKOM for universal   application and jointly funds with TELKOM, any extension or modification to the   licensed SOFTWARE, then save as may otherwise be agreed upon in writing by   SAP AFRICA and TELKOM, such extensions or modifications will be the joint   property of SAP AFRICA and TELKOM provided that   8. 3. 1.    Neither SAP AFRICA nor TELKOM will grant to any third party, either   expressly or impliedly, any rights, title, interest in, or licences to, such jointly   developed modification or extension.", "file_path": "cuad/TELKOMSALTD_01_30_2003-EX-10-LICENCE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Nonexclusive Value Added Distributor Agreement between ScanSource, Inc. and Cisco Systems, Inc.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [35637, 36041], "answer": "Without prejudice to either party's right to terminate this Agreement as set forth in sub​ sections 18.2 to 18.5 below, Cisco may, by written notice to Distributor, given at least thirty (30) days prior to the end of the then-current term of the Agreement, extend the term of the Agreement for the period set forth in such notice, up to a maximum of one (1) year beyond the then- current expiration date.", "file_path": "cuad/ScansourceInc_20190822_10-K_EX-10.38_11793958_EX-10.38_Distributor Agreement1.txt"}]
Question: Consider the Distributor Agreement between WatchGuard Technologies, Inc. and European Micro; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [39489, 39991], "answer": "In order to receive the remedy provided for hereunder, Distributor shall\n\n\n\n\n\n     deliver to WGT a sample of the Product which Distributor finds to be      defective in workmanship or materials, or damaged in shipment prior to      Distributor assuming the risk of loss or damage , along with a written      explanation of the alleged defect within thirty (30) days from the later of      Distributor's initial receipt of such Product from WGT or from the delivery      of such Product to an end-user.", "file_path": "cuad/EUROPEANMICROHOLDINGSINC_03_06_1998-EX-10.6-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [2657, 2761], "answer": "All  such Contractors must process Merchant applications and transactions exclusively through Network 1.", "file_path": "cuad/UsioInc_20040428_SB-2_EX-10.11_1723988_EX-10.11_Affiliate Agreement 2.txt"}]
Question: Consider the Licensing and Maintenance Agreement between SAP Africa and Telkom South Africa; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [12220, 12536], "answer": "TELKOM is licensed to install at the DESIGNATED SITE no more than 1 (one)   copy of the SOFTWARE on the DESIGNATED UNIT utilised for testing and   backup purposes The DESIGNATED UNIT utilised for testing and backup   purposes of the SOFTWARE, must be of the same type as those used at the    DESIGNATED SITE for USE.", "file_path": "cuad/TELKOMSALTD_01_30_2003-EX-10-LICENCE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [4010, 4275], "answer": "Throughout the Term and for a period of six (6) months after the expiration or termination of this Agreement, Calm shall have a right of first refusal to expand the rights and obligations described in this Agreement to any Stores outside the Territory (the \"ROFR\").", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}, {"span": [37022, 37196], "answer": "If any such insurance is on a \"claims made\" basis, XSPA shall maintain coverage thereunder for a period of at least two (2) years following the termination of this Agreement.", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}, {"span": [40810, 41355], "answer": "Upon termination or expiration of this Agreement, Calm (at its sole expense) may engage a third party to audit XSPA's inventory of any and all Product Collateral then on hand at each Store and XSPA shall promptly return or dispose of such inventory as instructed by Calm at Calm's sole expense. In addition, if Calm does not provide XSPA with instructions within twenty (20) days of the termination or expiration of this Agreement, XSPA shall be permitted to dispose of any inventory of any and all Product Collateral then on hand at each Store.", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}]
Question: Consider the Distributor Agreement between WatchGuard Technologies, Inc. and European Micro; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [43556, 43746], "answer": "THE WARRANTIES OF WGT AND THE REMEDIES OF      DISTRIBUTOR SET FORTH IN PARGRAPHS 14 AND 15 ARE EXCLUSIVE AND IN      SUBSTITUTION FOR, AND DISTRIBUTOR HEREBY WAIVES, RELEASES AND DISCLAIMS.", "file_path": "cuad/EUROPEANMICROHOLDINGSINC_03_06_1998-EX-10.6-DISTRIBUTOR AGREEMENT.txt"}, {"span": [45933, 46351], "answer": "EXCEPT AS PROVIDED IN PARAGRAPH 15, WGT'S      LIABILITY(WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER      ACTIVE, PASSIVE, IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER      THEORY) UNDER THIS AGREEMENT OR WITH REGARD TO ANY PRODUCT OR OTHER ITEMS      FURNISHED UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THE COMPENSATION      PAID TO WGT CONCERNING SUCH PRODUCT UNDER THIS AGREEMENT.", "file_path": "cuad/EUROPEANMICROHOLDINGSINC_03_06_1998-EX-10.6-DISTRIBUTOR AGREEMENT.txt"}, {"span": [46381, 46975], "answer": "IN NO EVENT WILL WGT BE LIABLE, WHETHER IN CONTRACT,      WARRANTY, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED),      PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), TO DISTRIBUTOR OR TO      ANY RESELLER OF DISTRIBUTOR, END-USER OR OTHER PERSON OR ENTITY FOR COST OF      COVER OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES      (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFIT, BUSINESS OR DATA)      ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT OR THE      USE OF, INABIILTY TO USE OR RESULTS OF USE OF THE PRODUCT.", "file_path": "cuad/EUROPEANMICROHOLDINGSINC_03_06_1998-EX-10.6-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Nonexclusive Value Added Distributor Agreement between ScanSource, Inc. and Cisco Systems, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [35436, 35636], "answer": "This Agreement shall commence on the Effective Date and continue thereafter for a period of two (2) years, unless extended by written agreement of both parties or sooner terminated as set forth below.", "file_path": "cuad/ScansourceInc_20190822_10-K_EX-10.38_11793958_EX-10.38_Distributor Agreement1.txt"}]
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [2763, 3129], "answer": "Network 1 consents  to  waive  said  exclusivity  requirement  with  respect  to  specific Merchants  in  the  event  Network  1 (i) is unable to process for such specific Merchant,  and  (ii)  the  declined Merchant is not accepted for processing by a provider  that Network 1 designates for specific Merchant's that are declined by Network  1  (\"B  Bank  Source\").", "file_path": "cuad/UsioInc_20040428_SB-2_EX-10.11_1723988_EX-10.11_Affiliate Agreement 2.txt"}]
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [26239, 26737], "answer": "Subject to the terms and conditions of this Agreement, Calm hereby grants to XSPA, solely during the Term and in the Territory, a revocable (as set forth in ​Section ​​12.04), royalty-free, assignable (solely as set forth in Section ​16.05), non-sublicensable (except as set forth in Section ​9.03), non-exclusive license to use the marks set forth on Exhibit D (\"Calm's Marks\"), solely to the extent necessary for XSPA to exercise its rights or perform its obligations set forth in this Agreement.", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}, {"span": [26744, 27287], "answer": "Subject to the terms and conditions of this Agreement, XSPA hereby grants to Calm, solely during the Term and in the Territory, a revocable (as set forth in ​Section ​​12.04), royalty-free, assignable (solely as set forth in Section ​16.05), non-sublicensable (except as set forth in Section ​9.03), non-exclusive license to use the marks set forth on Exhibit E (\"XSPA's Marks\", and together with Calm's Marks, the \"Marks\"), solely to the extent necessary for Calm to exercise its rights or perform its obligations set forth in this Agreement.", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}]
Question: Consider the Licensing and Maintenance Agreement between SAP Africa and Telkom South Africa; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [54092, 54766], "answer": "Neither Party shall be entitled to cede, or delegate its rights and obligations arising   from this AGREEMENT or to assign this AGREEMENT to any other person or   entity without the prior written consent of the other party provided that either party   shall be entitled to assign this AGREEMENT, in whole and not part only, to any of   its' subsidiary or holding companies (as defined and contemplated in the   Companies Act of 1973, as amended) provided that any such assignment shall   ipso facto cease to be of any further force and effect as between the parties,   should the assignee cease, for whatever reason, to be a subsidiary or holding   company, of the assignor.", "file_path": "cuad/TELKOMSALTD_01_30_2003-EX-10-LICENCE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Licensing and Maintenance Agreement between SAP Africa and Telkom South Africa; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [26379, 26785], "answer": "This AGREEMENT and the licence granted hereunder shall terminate should any   of the following events occur:   6. 2. 1.        30 (thirty) days after TELKOM gives SAP AFRICA written notice of   TELKOM's wish to terminate this AGREEMENT for any reason. Any such   termination shall be subject to accrued rights and obligations but only after   payment of all Licence and Maintenance Fees then due and owing;", "file_path": "cuad/TELKOMSALTD_01_30_2003-EX-10-LICENCE AND MAINTENANCE AGREEMENT.txt"}, {"span": [39718, 39839], "answer": "The Maintenance Services may be terminated by TELKOM in writing at   any time upon 3 (three) months prior written notice.", "file_path": "cuad/TELKOMSALTD_01_30_2003-EX-10-LICENCE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [26239, 26737], "answer": "Subject to the terms and conditions of this Agreement, Calm hereby grants to XSPA, solely during the Term and in the Territory, a revocable (as set forth in ​Section ​​12.04), royalty-free, assignable (solely as set forth in Section ​16.05), non-sublicensable (except as set forth in Section ​9.03), non-exclusive license to use the marks set forth on Exhibit D (\"Calm's Marks\"), solely to the extent necessary for XSPA to exercise its rights or perform its obligations set forth in this Agreement.", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}, {"span": [26744, 27287], "answer": "Subject to the terms and conditions of this Agreement, XSPA hereby grants to Calm, solely during the Term and in the Territory, a revocable (as set forth in ​Section ​​12.04), royalty-free, assignable (solely as set forth in Section ​16.05), non-sublicensable (except as set forth in Section ​9.03), non-exclusive license to use the marks set forth on Exhibit E (\"XSPA's Marks\", and together with Calm's Marks, the \"Marks\"), solely to the extent necessary for Calm to exercise its rights or perform its obligations set forth in this Agreement.", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}]
Question: Consider the Content License, Marketing, and Sales Agreement between eFashion Solutions, LLC and Playboy.com, Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [94041, 94527], "answer": "EXCEPT IN THE EVENT OF A BREACH OF SECTION 8 (CONFIDENTIALITY) OR  LIABILITY ARISING UNDER A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, IN NO  EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR  CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR  ANY MATTER RELATED HERETO, INCLUDING WITHOUT LIMITATION, LOST BUSINESS OR LOST PROFITS,  EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/PlayboyEnterprisesInc_20090220_10-QA_EX-10.2_4091580_EX-10.2_Content License Agreement_ Marketing Agreement_ Sales-Purchase Agreement1.txt"}]
Question: Consider the Distributor Agreement between WatchGuard Technologies, Inc. and European Micro; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [45933, 46351], "answer": "EXCEPT AS PROVIDED IN PARAGRAPH 15, WGT'S      LIABILITY(WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER      ACTIVE, PASSIVE, IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER      THEORY) UNDER THIS AGREEMENT OR WITH REGARD TO ANY PRODUCT OR OTHER ITEMS      FURNISHED UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THE COMPENSATION      PAID TO WGT CONCERNING SUCH PRODUCT UNDER THIS AGREEMENT.", "file_path": "cuad/EUROPEANMICROHOLDINGSINC_03_06_1998-EX-10.6-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [24826, 25179], "answer": "All  disputes  or  claims  by  Payment  Data  Systems hereunder  shall be resolved by arbitration in McLean, Virginia, pursuant to the rules of the American Arbitration Association. All disputes or claims by NETWORK 1  hereunder shall be resolved by arbitration in San Antonio, Texas, pursuant to the  rules  of  the  American  Arbitration  Association.", "file_path": "cuad/UsioInc_20040428_SB-2_EX-10.11_1723988_EX-10.11_Affiliate Agreement 2.txt"}]
Question: Consider the Distributor Agreement between WatchGuard Technologies, Inc. and European Micro; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [34849, 35150], "answer": "Upon WGT's request, Distributor will      provide access to such records for examination, reproduction, and audit by      WGT or its representatives. Any such audit will be conducted at such times      and in such a manner so as not to unreasonably interfere with Distributor's      normal operations.", "file_path": "cuad/EUROPEANMICROHOLDINGSINC_03_06_1998-EX-10.6-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Content License, Marketing, and Sales Agreement between eFashion Solutions, LLC and Playboy.com, Inc.; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [94041, 94527], "answer": "EXCEPT IN THE EVENT OF A BREACH OF SECTION 8 (CONFIDENTIALITY) OR  LIABILITY ARISING UNDER A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, IN NO  EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR  CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR  ANY MATTER RELATED HERETO, INCLUDING WITHOUT LIMITATION, LOST BUSINESS OR LOST PROFITS,  EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/PlayboyEnterprisesInc_20090220_10-QA_EX-10.2_4091580_EX-10.2_Content License Agreement_ Marketing Agreement_ Sales-Purchase Agreement1.txt"}]
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [16121, 16569], "answer": "This Agreement will automatically renew for successive  one-year  terms  unless  terminated by either party by providing the other  with  30  days  written notice that this Agreement will not be renewed or Affiliate  enters  into  a  Processing  agreement  with  Network  1  and  an ISO Sponsorship  agreement  with  Harris  Bank  in  which  case  this Agreement will automatically  terminate  concurrent  with  the  execution  of  such agreements.", "file_path": "cuad/UsioInc_20040428_SB-2_EX-10.11_1723988_EX-10.11_Affiliate Agreement 2.txt"}]
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [31383, 31759], "answer": "If any Product Collateral IP (or any aspect thereof) are not designed and/or created by Calm, such Product Collateral IP (or aspect thereof) shall be deemed \"works made for hire\" for Calm within the meaning of the U.S. Copyright Law and/or other applicable comparable laws or, if they do not so qualify, all ownership rights thereto shall be, and are hereby, assigned to Calm.", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}]
Question: Consider the Licensing and Maintenance Agreement between SAP Africa and Telkom South Africa; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [55775, 56040], "answer": "TELKOM shall not copy the source code, nor disclose it to any third party except   agents retained by TELKOM to assist in maintaining the SOFTWARE, provided   that no such agent is in the business of marketing or developing SOFTWARE   competitive with the SOFTWARE.", "file_path": "cuad/TELKOMSALTD_01_30_2003-EX-10-LICENCE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Content License, Marketing, and Sales Agreement between eFashion Solutions, LLC and Playboy.com, Inc.; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [14306, 14714], "answer": "Client hereby grants  to EFS a limited and perpetual right and license to use such photographs and materials for research and forecasting purposes,  including, but not limited to, combining the same with reports and analytics concerning the performance of the Websites, providing  information to strategic partners to better define consumer purchasing habits, and for trend forecasting and planning purposes.", "file_path": "cuad/PlayboyEnterprisesInc_20090220_10-QA_EX-10.2_4091580_EX-10.2_Content License Agreement_ Marketing Agreement_ Sales-Purchase Agreement1.txt"}]
Question: Consider the Distributor Agreement between WatchGuard Technologies, Inc. and European Micro; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [3261, 3827], "answer": "Subject to the terms and conditions of this Agreement, WGT      grants to Distributor a nontransferable license to do the following in the      Territory during the Term:\n\n(a)  market and distribute the Product to resellers;\n\n(b)  demonstrate the Product to potential resellers;\n\n(c)  use the Product internally for the sole purpose of providing this product      support specified in paragraph 4.1(c);\n\n(d)  use and display the Trademarks in connection with marketing and      distributing the Product in the Territory pursuant to paragraphs (a) and      (b) above.", "file_path": "cuad/EUROPEANMICROHOLDINGSINC_03_06_1998-EX-10.6-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [16121, 16569], "answer": "This Agreement will automatically renew for successive  one-year  terms  unless  terminated by either party by providing the other  with  30  days  written notice that this Agreement will not be renewed or Affiliate  enters  into  a  Processing  agreement  with  Network  1  and  an ISO Sponsorship  agreement  with  Harris  Bank  in  which  case  this Agreement will automatically  terminate  concurrent  with  the  execution  of  such agreements.", "file_path": "cuad/UsioInc_20040428_SB-2_EX-10.11_1723988_EX-10.11_Affiliate Agreement 2.txt"}]
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [2688, 2964], "answer": "In addition to the Products, Calm shall have the right to identify up to five (5) additional products, with such products and the price thereof to be mutually agreed by the Parties, to be displayed, marketed, promoted, offered for sale and sold in the Stores in the Territory.", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}, {"span": [10516, 10857], "answer": "Calm shall have the right, but not the obligation, to hire personnel of its choosing to be present in any Store(s) to assist in the display, marketing, promotion, offer for sale and sale of Products, provided, however, that no more than one such person shall be present at any one time in any store without the prior written consent of XSPA.", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}]
Question: Consider the Licensing and Maintenance Agreement between SAP Africa and Telkom South Africa; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [57950, 58049], "answer": "This AGREEMENT shall be governed by and construed under the   Laws of the Republic of South Africa.", "file_path": "cuad/TELKOMSALTD_01_30_2003-EX-10-LICENCE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between WatchGuard Technologies, Inc. and European Micro; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [3246, 3827], "answer": "License Grant. Subject to the terms and conditions of this Agreement, WGT      grants to Distributor a nontransferable license to do the following in the      Territory during the Term:\n\n(a)  market and distribute the Product to resellers;\n\n(b)  demonstrate the Product to potential resellers;\n\n(c)  use the Product internally for the sole purpose of providing this product      support specified in paragraph 4.1(c);\n\n(d)  use and display the Trademarks in connection with marketing and      distributing the Product in the Territory pursuant to paragraphs (a) and      (b) above.", "file_path": "cuad/EUROPEANMICROHOLDINGSINC_03_06_1998-EX-10.6-DISTRIBUTOR AGREEMENT.txt"}, {"span": [30691, 31036], "answer": "WGT reserves all rights in and to the Trademarks and all      other trademarks and trade names used by WGT in connection with the      Products, but WGT grants to Distributor the nonexclusive right to use and      display the Trademarks during the Term to promote and identify the Product      in the Territory in connection with this Agreement.", "file_path": "cuad/EUROPEANMICROHOLDINGSINC_03_06_1998-EX-10.6-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Content License, Marketing, and Sales Agreement between eFashion Solutions, LLC and Playboy.com, Inc.; Does this contract provide for joint intellectual property ownership?
Relevant contract clauses:
[{"span": [51877, 52172], "answer": "Client and EFS shall jointly own and have rights to all User Data  collected hereunder provided, however, that EFS shall only use the User Data in strict accordance with the Privacy Policy and,  subject to the remainder of this Section 5, solely in connection with the Playboy Commerce Business.", "file_path": "cuad/PlayboyEnterprisesInc_20090220_10-QA_EX-10.2_4091580_EX-10.2_Content License Agreement_ Marketing Agreement_ Sales-Purchase Agreement1.txt"}]
Question: Consider the Affiliate Office Agreement between Network 1 Financial, Inc. and Payment Data Systems, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [15857, 16120], "answer": "The  term  (\"Term\")  of  this Agreement shall be for one hundred eighty  days  (180)  from  the  date set forth below unless Network 1 or Visa or MasterCard  or Harris Bank doesn't approve Affiliate's ISO application, in which case,  the  Term  will  be  3 years.", "file_path": "cuad/UsioInc_20040428_SB-2_EX-10.11_1723988_EX-10.11_Affiliate Agreement 2.txt"}]
Question: Consider the Product Sale and Marketing Agreement between Calm.com, Inc. and XpresSpa Group, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [13977, 14465], "answer": "XSPA shall pay to Calm on a monthly basis an amount equal to (i) fifty percent (50%) of the Retail Price for all Products sold in the Stores in the Territory during the applicable month minus (ii) fifty percent (50%) of any commission actually paid or payable to XSPA employee(s) or contractor(s) attributable to sales of such Products during such month; provided that in no event shall such commission be greater than fifteen percent (15%) of the Retail Price for the applicable Product.", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}, {"span": [14472, 15086], "answer": "Calm shall pay to XSPA on a monthly basis a retail commission of $20.00 for each sale of Calm digital product subscriptions (excluding, for the avoidance of doubt, any free trial subscriptions) that result from XSPA's distribution of Inserts and a customer's use of the unique promotional discount code set forth therein in accordance with the terms and conditions set forth herein (it being understood that XSPA shall ensure fifty percent (50%) of each such commission shall be distributed to the applicable Store's retail employees or contractors via a pool or other format as mutually agreed to by the Parties).", "file_path": "cuad/XpresspaGroupInc_20190401_10-K_EX-10.28_11599457_EX-10.28_Marketing Agreement.txt"}]
Question: Consider the Licensing and Maintenance Agreement between SAP Africa and Telkom South Africa; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [9274, 9765], "answer": "Subject to the provisions of this AGREEMENT, and with effect from the date   when the party signing last in time appends its signature to this agreement (\"the   effective date\"), and enduring in perpetuity unless terminated as provided for   elsewhere in this AGREEMENT, SAP AFRICA grants, and TELKOM accepts a   non-exclusive, non-transferable licence to USE the SOFTWARE,   DOCUMENTATION and other SAP AFRICA PROPRIETARY INFORMATION at   the specified DESIGNATED SITE within the TERRITORY.", "file_path": "cuad/TELKOMSALTD_01_30_2003-EX-10-LICENCE AND MAINTENANCE AGREEMENT.txt"}, {"span": [26098, 26270], "answer": "The licence granted hereunder shall become effective upon execution of this   AGREEMENT by both parties and shall endure indefinitely unless terminated   under clause 6. 2.", "file_path": "cuad/TELKOMSALTD_01_30_2003-EX-10-LICENCE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between WatchGuard Technologies, Inc. and European Micro; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [5455, 5736], "answer": "During the Term, Distributor will make Gross      Purchases in an amount at least equal to the cumulative Guaranteed Minimum      Purchase amounts through committed orders placed pursuant to paragraph 3.5      and calling for shipment on or before the dates set forth in Exhibit A.", "file_path": "cuad/EUROPEANMICROHOLDINGSINC_03_06_1998-EX-10.6-DISTRIBUTOR AGREEMENT.txt"}, {"span": [14642, 15106], "answer": "Failure to Make Guaranteed Minimum Purchases. Upon any failure by      Distributor to make Gross Purchases in sufficient amounts to meet or exceed      the applicable cumulative Guaranteed Minimum Purchases, WGT may, at its      sole option and effective upon notice to Distributor, terminate this      Agreement. Distributor shall pay WGT fifty percent (50%) of the unpaid      balance of cumulative Guaranteed Minimum Purchase amounts as liquidated      damages.", "file_path": "cuad/EUROPEANMICROHOLDINGSINC_03_06_1998-EX-10.6-DISTRIBUTOR AGREEMENT.txt"}, {"span": [26258, 26437], "answer": "Section A.3 As a Full Service Master Distributor, Distributor agrees to sign up a minimum of 10 new WatchGuard resellers in the Territory within the Initial Term of the Agreement.", "file_path": "cuad/EUROPEANMICROHOLDINGSINC_03_06_1998-EX-10.6-DISTRIBUTOR AGREEMENT.txt"}]