orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Recipe Development Agreement between Reed's, Inc. and B C Marketing Concepts Inc. for Ginger-Based Alcohol Beverages; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [17591, 18213], "answer": "EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9 WITH REGARD TO CLAIMS BY THIRD PARTIES, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT OR CLAIM HEREUNDER, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.", "file_path": "cuad/ReedsInc_20191113_10-Q_EX-10.4_11888303_EX-10.4_Development Agreement.txt"}]
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [21752, 21974], "answer": "Cargill shall have the first option to prepare, file, prosecute, and maintain patent applications and issued/granted patents on  Bioamber Improvements and Joint Improvements, which option may be waived in whole or in part.", "file_path": "cuad/BIOAMBERINC_04_10_2013-EX-10.34-DEVELOPMENT AGREEMENT (1).txt"}]
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; Does this contract provide for joint intellectual property ownership?
Relevant contract clauses:
[{"span": [13214, 14512], "answer": "LEA and T&B shall jointly own all jointly-created work product including, but not limited to, ideas, any and all concepts, designs, Customer Data (including client lists) generated through the conduct of the Business, programs, software, reports, or other intellectual property and tangible work product, produced for the Business , regardless of whether such were incorporated into or used by the Business (collectively \"Work Product\"), shall be and remain the joint property of LEA and T&B when produced provided, however, (i) to the extent LEA has contributed distinct and divisible work product to the Business during the Term (\"LEA Work Product\"), such LEA Work Product shall remain frozen for a period not to exceed 90 days, during which time T&B may acquire a license for the LEA Work Product by reimbursing LEA direct and verifiable costs LEA incurred in producing the LEA Work Product during the Term and (ii) to the extent T&B has contributed distinct and divisible work product to the Business during the Term (\"T&B Work Product\"), such T&B Work Product shall remain frozen for a period not to exceed 90 days, during which time LEA may acquire license for the T&B Work Product by reimbursing T&B direct and verifiable costs T&B incurred in producing the T&B Work Product during the Term.", "file_path": "cuad/LegacyEducationAllianceInc_20200330_10-K_EX-10.18_12090678_EX-10.18_Development Agreement.txt"}]
Question: Consider the Cooperation Agreement between Nanjing Tuniu Technology Co., Ltd. and Beijing Tuniu Technology Co., Ltd. for Internet-Based Tour Product Services; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [2948, 3167], "answer": "Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries", "file_path": "cuad/TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT.txt"}, {"span": [3169, 3393], "answer": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "file_path": "cuad/TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT.txt"}, {"span": [3401, 3580], "answer": "Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.", "file_path": "cuad/TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT.txt"}, {"span": [3588, 4022], "answer": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "file_path": "cuad/TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between The Joint Corp. and Franchise Owner; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [93553, 93656], "answer": "We will have the right to terminate the Ad Fund by giving you thirty (30) days' advance written notice.", "file_path": "cuad/JOINTCORP_09_19_2014-EX-10.15-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Servicing Agreement between Nationwide Fund Management LLC, American United Life Insurance Company, and OneAmerica Securities, Inc. for Administrative Support Services; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [11424, 11583], "answer": "This Agreement will be construed in accordance with the laws of the State of Delaware and is assignable only upon the written consent by all the parties hereto", "file_path": "cuad/AULAMERICANUNITTRUST_04_24_2020-EX-99.8.77-SERVICING AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [6118, 6704], "answer": "The Customer shall inspect all Products promptly upon receipt thereof and may reject any defective Product, provided that the Customer shall within seven (7) days after receipt of such alleged defective Product, notify the Manufacturer of its rejection and either: (i) request to destroy in field for credit of the value of the defective product and the associated shipping costs (with approval), or (ii) request a Return Material Authorization (\"RMA\") number and within seven (7) days of receipt of the RMA number from the Manufacturer return such rejected Product to the Manufacturer.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}]
Question: Consider the Recipe Development Agreement between Reed's, Inc. and B C Marketing Concepts Inc. for Ginger-Based Alcohol Beverages; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [8327, 8372], "answer": "Reed's will exclusively own all Deliverables.", "file_path": "cuad/ReedsInc_20191113_10-Q_EX-10.4_11888303_EX-10.4_Development Agreement.txt"}, {"span": [8374, 8696], "answer": "ompany will and hereby does, without further consideration, irrevocably assign to Reed's any and all worldwide right, title or interest that Company may now or hereafter possess in or to the Deliverables in perpetuity (or the maximum period permitted by Applicable Laws and Regulations) and Reed's accepts such assignment.", "file_path": "cuad/ReedsInc_20191113_10-Q_EX-10.4_11888303_EX-10.4_Development Agreement.txt"}, {"span": [10186, 11082], "answer": "Company acknowledges and agrees that all Intellectual Property created by Company, its affiliates, representatives, or agents in connection with or resulting from any work or services related to the Products, including the Deliverables (\"Work Product\"), but excluding the Neutral Alcohol Beverage Base and excluding the Company's general know-how and independently developed production processes not specifically related to the Products, have been specially ordered and commissioned by Reed's, are works-made-for-hire from the moment of creation and that all such Work Product is and will be the sole and exclusive property of Reed's. To the extent not a work-for- hire, Company, its employees, subcontractors and agents hereby sell, assign and transfer to Reed's all right, title and interest in and to the Work Product, including without limitation, all rights to Intellectual Property therein.", "file_path": "cuad/ReedsInc_20191113_10-Q_EX-10.4_11888303_EX-10.4_Development Agreement.txt"}]
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [20678, 21094], "answer": "Cargill hereby grants Bioamber, and Bioamber hereby accepts, an exclusive, royalty-free license to Cargill Improvements and Joint  Improvements for use in the Field during the term of this Development Agreement with a reservation of right for Cargill to practice  such Cargill Improvements and Joint Improvements for use in the field of succinic acid and salts thereof during the term of this  Development Agreement.", "file_path": "cuad/BIOAMBERINC_04_10_2013-EX-10.34-DEVELOPMENT AGREEMENT (1).txt"}, {"span": [21443, 21694], "answer": "Bioamber hereby grants Cargill, and Cargill hereby accepts, an exclusive, worldwide, royalty-free license with an unlimited right to  sublicense under and to Bioamber Improvements for use outside the Field during the term of this Development Agreement", "file_path": "cuad/BIOAMBERINC_04_10_2013-EX-10.34-DEVELOPMENT AGREEMENT (1).txt"}]
Question: Consider the Franchise Agreement between The Joint Corp. and Franchise Owner; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [17333, 17528], "answer": "Although we will not seek to operate or grant others the right to operate a The Joint Corp. Location within the same general area as the Premises, we make no guarantee of any protected territory.", "file_path": "cuad/JOINTCORP_09_19_2014-EX-10.15-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement among Rocky Mountain Chocolate Factory, Inc., Farids & Co. LLC, and Edible Arrangements, LLC; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [61320, 61509], "answer": "If the Farids Group determines for any reason not to proceed with any proposed registration requested pursuant to Section 6.1, the Farids Group shall promptly notify the Company in writing.", "file_path": "cuad/ROCKYMOUNTAINCHOCOLATEFACTORY,INC_12_23_2019-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [12639, 12915], "answer": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}]
Question: Consider the Services Agreement between Ability Computer & Software Industries Ltd and Telcostar PTE, LTD; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [5161, 5765], "answer": "Recipient shall own, and Provider hereby irrevocably assigns to the Recipient, all rights, title, and interest in any invention, technique, process, device, discovery, improvement, or know-how, whether patentable or not and all other proprietary rights, industrial rights and any other similar rights, in each case on a worldwide basis, and all copies and tangible embodiments thereof, or any part thereof, in whatever form or medium hereafter made or conceived solely or jointly by Provider while working for or on behalf of the Recipient, which relate to, is suggested by, or results from the Services.", "file_path": "cuad/ABILITYINC_06_15_2020-EX-4.25-SERVICES AGREEMENT.txt"}, {"span": [6181, 6921], "answer": "All writings or works of authorship, including, without limitation, program codes or documentation, produced or authored by Provider in the course of performing services for the Recipient, together with any associated copyrights, are works made for hire and the exclusive property of the Recipient. To the extent that any writings or works of authorship may not, by operation of law, be works made for hire, this Agreement shall constitute an irrevocable assignment by Provider to the Recipient of the ownership of and all rights of copyright in, such items, and the Recipient shall have the right to obtain and hold in its own name, rights of copyright, copyright registrations, and similar protections which may be available in the works.", "file_path": "cuad/ABILITYINC_06_15_2020-EX-4.25-SERVICES AGREEMENT.txt"}]
Question: Consider the Cooperation Agreement between Nanjing Tuniu Technology Co., Ltd. and Beijing Tuniu Technology Co., Ltd. for Internet-Based Tour Product Services; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [3588, 4022], "answer": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "file_path": "cuad/TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT.txt"}]
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [12069, 12352], "answer": "In the event LEA shall be deemed to have acquired any ownership rights in the Licensed Intellectual Property, the LEA shall assign, and agrees to execute all documents reasonably requested by T&B to assign, all such rights in the Licensed Intellectual Property to T&B or its nominee.", "file_path": "cuad/LegacyEducationAllianceInc_20200330_10-K_EX-10.18_12090678_EX-10.18_Development Agreement.txt"}]
Question: Consider the Recipe Development Agreement between Reed's, Inc. and B C Marketing Concepts Inc. for Ginger-Based Alcohol Beverages; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [19512, 19962], "answer": "Company may not assign or transfer its rights or obligations under this Agreement, whether by operation of law, contract or otherwise, without the prior written consent of Reed's, which shall not be unreasonably withheld (it being understood that a purported assignment to a Reed's competitor identified or referred to in Exhibit D of the Manufacturing and Distribution Agreement shall be considered to be a reasonable basis for withholding consent).", "file_path": "cuad/ReedsInc_20191113_10-Q_EX-10.4_11888303_EX-10.4_Development Agreement.txt"}]
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [33710, 33984], "answer": "Bioamber will not itself or with or through third parties engage in the development of biocatalysts  other than E. coli for the production of succinic acid or salts thereof, except for the development activities under the terms and conditions  of this Development Agreement.", "file_path": "cuad/BIOAMBERINC_04_10_2013-EX-10.34-DEVELOPMENT AGREEMENT (1).txt"}, {"span": [34694, 35085], "answer": "This restriction shall apply to any succinic acid biocatalyst other than E. coli,  be it a biocatalyst developed in-house, licensed-in, or under development at a third party lab that is funded by Bioamber or to which  Bioamber has secured a future right or right of first refusal through direct payment, in kind contribution, grant, gift, differed payment or  commitment to a future payment.", "file_path": "cuad/BIOAMBERINC_04_10_2013-EX-10.34-DEVELOPMENT AGREEMENT (1).txt"}]
Question: Consider the Franchise Agreement between The Joint Corp. and Franchise Owner; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [65659, 66169], "answer": "Therefore, during the term of this Agreement, neither you, nor any Principal Owner, nor any member of your immediate family or of the immediate family of any Principal Owner, shall perform services for, or have any direct or indirect interest as a disclosed or beneficial owner, investor, partner, director, officer, employee, manager, consultant, representative, or agent in, any business that offers products or services the same as or similar to those offered or sold at The Joint Corp. Location franchises.", "file_path": "cuad/JOINTCORP_09_19_2014-EX-10.15-FRANCHISE AGREEMENT.txt"}, {"span": [66296, 66595], "answer": "Upon expiration or termination of this Agreement for any reason, you agree not to engage in a competitive business for a period of two (2) years after the termination or expiration and within twenty-five (25) miles of your Franchise Premises or any other The Joint Corp. Location franchise location.", "file_path": "cuad/JOINTCORP_09_19_2014-EX-10.15-FRANCHISE AGREEMENT.txt"}, {"span": [113196, 113495], "answer": "you and your Principal Owners must enter into a non-competition agreement wherein you agree not to engage in a competitive business for a period of two (2) years after the Transfer and within twenty-five (25) miles of your Franchise Premises or any other The Joint Corp. Location franchise location;", "file_path": "cuad/JOINTCORP_09_19_2014-EX-10.15-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Cooperation Agreement between Nanjing Tuniu Technology Co., Ltd. and Beijing Tuniu Technology Co., Ltd. for Internet-Based Tour Product Services; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [11232, 11609], "answer": "This Agreement shall be governed by and interpreted pursuant to the laws of the People's Republic of China that are promulgated and are publicly available, provided that the general international business practices shall apply if the laws of the People's Republic of China that are promulgated and are publicly available do not involve any matter in relation to this Agreement.", "file_path": "cuad/TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT.txt"}]
Question: Consider the Services Agreement between Ability Computer & Software Industries Ltd and Telcostar PTE, LTD; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [19304, 19488], "answer": "Provider may not assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of Recipient.", "file_path": "cuad/ABILITYINC_06_15_2020-EX-4.25-SERVICES AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [17635, 17870], "answer": "The Manufacturer has appointed the Customer the copyright holder of both the English and the Chinese version of the book How to achieve Super Health beyond 2000 - Advanced Edition, authored by Frank D.P. Ellis and Dr. Michael Tait M.D.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}]
Question: Consider the Recipe Development Agreement between Reed's, Inc. and B C Marketing Concepts Inc. for Ginger-Based Alcohol Beverages; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [4229, 4761], "answer": "In exchange for Company's contributions and obligations under this Agreement, Reed's grants Company the exclusive right to manufacture, package, promote, sell and distribute the Products (if and to the extent approved by the Development Committee), subject to the terms and conditions of a separate Manufacturing and Distribution Agreement to be entered into by the parties concurrently with this Agreement, as it may be amended, modified, supplemented or restated from time to time (the \"Manufacturing and Distribution Agreement\").", "file_path": "cuad/ReedsInc_20191113_10-Q_EX-10.4_11888303_EX-10.4_Development Agreement.txt"}]
Question: Consider the Cooperation Agreement between Nanjing Tuniu Technology Co., Ltd. and Beijing Tuniu Technology Co., Ltd. for Internet-Based Tour Product Services; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [6917, 7139], "answer": "Party A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").", "file_path": "cuad/TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between The Joint Corp. and Franchise Owner; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [17333, 17528], "answer": "Although we will not seek to operate or grant others the right to operate a The Joint Corp. Location within the same general area as the Premises, we make no guarantee of any protected territory.", "file_path": "cuad/JOINTCORP_09_19_2014-EX-10.15-FRANCHISE AGREEMENT.txt"}, {"span": [66170, 66294], "answer": "The ownership of one percent (1%) or less of a publicly traded company will not be deemed to be prohibited by this Paragraph", "file_path": "cuad/JOINTCORP_09_19_2014-EX-10.15-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [34053, 34198], "answer": "Notwithstanding the above,  Bioamber shall be permitted to evaluate other biocatalysts, but shall not undertake development of such biocatalysts.", "file_path": "cuad/BIOAMBERINC_04_10_2013-EX-10.34-DEVELOPMENT AGREEMENT (1).txt"}]
Question: Consider the Strategic Alliance Agreement among Rocky Mountain Chocolate Factory, Inc., Farids & Co. LLC, and Edible Arrangements, LLC; Is there a clause preventing the solicitation of employees in this contract?
Relevant contract clauses:
[{"span": [115145, 115720], "answer": "Each of EA, Farids and the Company shall not, and shall cause their respective controlled Affiliates to not, either directly or indirectly solicit, hire, or contract with any of the employees of the other party or its Affiliates during the Term (as defined in the Exclusive Supplier Operating Agreement) and for one (1) year following the termination or expiration thereof; provided that this Section 8.9(a) shall not apply with respect to any such employee who employment with the other party and its Affiliates has been terminated for a period in excess of nine (9) months.", "file_path": "cuad/ROCKYMOUNTAINCHOCOLATEFACTORY,INC_12_23_2019-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Services Agreement between Ability Computer & Software Industries Ltd and Telcostar PTE, LTD; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [9867, 10290], "answer": "Each of the Recipient and the Provider may, in their sole discretion, terminate this Agreement in whole or in part, at any time without cause, and without liability except, in the case of the Recipient, for required payment for services rendered and reimbursement for authorized expenses incurred, by providing at least 90 (ninety) days' prior written notice to the other party (such date, the \"Services Termination Date\").", "file_path": "cuad/ABILITYINC_06_15_2020-EX-4.25-SERVICES AGREEMENT.txt"}]
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [10470, 10610], "answer": "T&B shall not, during the Term, grant any third party a license to use the Licensed Intellectual Property within the Exclusive Field of Use.", "file_path": "cuad/LegacyEducationAllianceInc_20200330_10-K_EX-10.18_12090678_EX-10.18_Development Agreement.txt"}, {"span": [38102, 38460], "answer": "Neither party may assign this Agreement without the other party's prior written consent. Notwithstanding the foregoing, either party may assign this Agreement without the other party's prior written consent in the event of a merger, acquisition, reorganization, change in control, or sale of substantially all of the assets or business of such assigning part", "file_path": "cuad/LegacyEducationAllianceInc_20200330_10-K_EX-10.18_12090678_EX-10.18_Development Agreement.txt"}, {"span": [38463, 38524], "answer": "Any assignment in conflict with this provision shall be void.", "file_path": "cuad/LegacyEducationAllianceInc_20200330_10-K_EX-10.18_12090678_EX-10.18_Development Agreement.txt"}]
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [12332, 12633], "answer": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}, {"span": [16593, 16802], "answer": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}, {"span": [19846, 20311], "answer": "Minimum Annual Product Performance Requirements are listed below: Product Name: Agreed Quantity of Units to be purchased per Annum: ATP 1 S Survivor Select 150gm packaged 15,000 ATP 2 Energized Mineral Concentrate 29.5mL packaged 20,000 ATP 3 Ionized Cal-Mag 114gm packaged 15,000 ATP 4 Omega Blend 250mL packaged 15,000 ATP 5 BetaMaxx 150gm packaged 15,000 AGP 1 Iron 29.5mL packaged 1000 YFA Young Formula 450gm packaged 3000 ORYC Organic Soap 150gm packaged 2500", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}]
Question: Consider the Recipe Development Agreement between Reed's, Inc. and B C Marketing Concepts Inc. for Ginger-Based Alcohol Beverages; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [20132, 20392], "answer": "This Agreement shall be governed by, and any dispute arising hereunder shall be determined in accordance with, the laws of State of New York (without giving effect to conflict of laws principles) including all matters of construction, validity and performance.", "file_path": "cuad/ReedsInc_20191113_10-Q_EX-10.4_11888303_EX-10.4_Development Agreement.txt"}]
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [31327, 31511], "answer": "This Development Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota,  United States of America, disregarding its conflicts of law rules.", "file_path": "cuad/BIOAMBERINC_04_10_2013-EX-10.34-DEVELOPMENT AGREEMENT (1).txt"}]
Question: Consider the Franchise Agreement between The Joint Corp. and Franchise Owner; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [141473, 142329], "answer": "Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. §§ 1051  et seq.) and except that all issues relating to arbitrability or the enforcement or interpretation of the agreement to arbitrate set forth in Section 17.9 which will be governed by the United States Arbitration Act (9 U.S.C. § 1  et seq.) and the federal common law relating to arbitration, this Agreement and the Franchise will be governed by the internal laws of the State of Arizona (without reference to its choice of law and conflict of law rules), except that the provisions of any Arizona law relating to the offer and sale of business opportunities or franchises or governing the relationship of a franchisor and its franchisees will not apply unless their jurisdictional requirements are met independently without reference to this Paragraph.", "file_path": "cuad/JOINTCORP_09_19_2014-EX-10.15-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Cooperation Agreement on Mobile Game Business between Dazzle Interactive Network Technologies Co., Ltd. and Shenzhen iDreamSky Technology Co., Ltd.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [17538, 17987], "answer": "Except otherwise expressly agreed between the parties or agreed by Party A beforehand, Party B shall not transfer any cooperation business to a third party in any form whatsoever. Any transfer in violation hereof shall be deemed as a breach by Party B, for which Party B shall take relevant breaching liability and Party A may terminate this Agreement, suspend fee settlement and require Party B to undertake any direct or indirect loss thus caused.", "file_path": "cuad/IDREAMSKYTECHNOLOGYLTD_07_03_2014-EX-10.39-Cooperation Agreement on Mobile Game Business.txt"}]
Question: Consider the Strategic Alliance Agreement among Rocky Mountain Chocolate Factory, Inc., Farids & Co. LLC, and Edible Arrangements, LLC; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [106378, 106643], "answer": "This Agreement shall be governed and construed in accordance with the laws of the State of New York applicable to contracts made and wholly performed within such state, except for matters directly within the purview of the DGCL, which shall be governed by the DGCL.", "file_path": "cuad/ROCKYMOUNTAINCHOCOLATEFACTORY,INC_12_23_2019-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [120555, 120760], "answer": "This Joinder Agreement and the rights of the parties hereto shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein.", "file_path": "cuad/ROCKYMOUNTAINCHOCOLATEFACTORY,INC_12_23_2019-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Services Agreement between Ability Computer & Software Industries Ltd and Telcostar PTE, LTD; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [21980, 22719], "answer": "This Agreement and any claim, controversy or dispute arising out of or related to this Agreement, any of the transactions contemplated hereby and/or the interpretation and enforcement of the rights and duties of the Parties, whether arising in contract, tort, equity or otherwise, shall be governed by and construed in accordance with the domestic laws of the State of Israel (including in respect of the statute of limitations or other limitations period applicable to any such claim, controversy or dispute), without giving effect to any choice or conflict of law provision or rule (whether of the State of Israel or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Israel.", "file_path": "cuad/ABILITYINC_06_15_2020-EX-4.25-SERVICES AGREEMENT.txt"}]
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [7753, 8173], "answer": "T&B hereby grants to LEA, and LEA hereby accepts from T&B, during the Term, the sole and exclusive worldwide right and license in and to the Licensed Intellectual Property, which right and license shall be limited to that which is necessary for LEA to (i) develop and create Educational Materials and (ii) develop, promote and conduct the Business worldwide , unless the license is earlier terminated as provided herein.", "file_path": "cuad/LegacyEducationAllianceInc_20200330_10-K_EX-10.18_12090678_EX-10.18_Development Agreement.txt"}, {"span": [10470, 10610], "answer": "T&B shall not, during the Term, grant any third party a license to use the Licensed Intellectual Property within the Exclusive Field of Use.", "file_path": "cuad/LegacyEducationAllianceInc_20200330_10-K_EX-10.18_12090678_EX-10.18_Development Agreement.txt"}, {"span": [22382, 22694], "answer": "In consideration of the exclusivity rights granted to LEA, commencing with the seventh (7t h) month of the Term and continuing each year of the Term thereafter, the minimum Royalties payable to T&B each month shall be the greater of the (i) applicable monthly Base Royalty and Marketing Royalty or (ii) $200,000.", "file_path": "cuad/LegacyEducationAllianceInc_20200330_10-K_EX-10.18_12090678_EX-10.18_Development Agreement.txt"}]
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [9752, 9870], "answer": "On either party assigning or attempting to assign this agreement without the prior written consent of the other party.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}, {"span": [14946, 15243], "answer": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer. The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}]
Question: Consider the Development Agreement between Cargill, Incorporated and Bioamber S.A.S. for the Production of Succinic Acid; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [28653, 28885], "answer": "This Development Agreement will begin on the Effective Date and continue for four (4) years unless earlier terminated pursuant to Section  10.2, or unless the parties extend the term by mutual written Development Agreement (\"Term\").", "file_path": "cuad/BIOAMBERINC_04_10_2013-EX-10.34-DEVELOPMENT AGREEMENT (1).txt"}]
Question: Consider the Recipe Development Agreement between Reed's, Inc. and B C Marketing Concepts Inc. for Ginger-Based Alcohol Beverages; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [15301, 15523], "answer": "The term of this Agreement shall commence on the Effective Date and shall continue for the longer of the first anniversary of the Effective Date or the duration of the Manufacturing and Distribution Agreement (the \"Term\").", "file_path": "cuad/ReedsInc_20191113_10-Q_EX-10.4_11888303_EX-10.4_Development Agreement.txt"}]
Question: Consider the Franchise Agreement between The Joint Corp. and Franchise Owner; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [18218, 18828], "answer": "Subject to the provisions of subparagraph 2.6(b) below, and if you have substantially complied with all provisions of this Agreement and all other agreements between us, on expiration of the Initial Term, if you refurbish and decorate the Premises, replace fixtures, furnishings, wall decor, furniture, equipment, and signs and otherwise modify the Franchise in compliance with specifications and standards then applicable under new or renewal franchises for The Joint Corp. Location franchises, you will have the right to renew the Franchise for one (1) additional term of ten (10) years (the \"Renewal Term\").", "file_path": "cuad/JOINTCORP_09_19_2014-EX-10.15-FRANCHISE AGREEMENT.txt"}, {"span": [19744, 19944], "answer": "Should you choose to renew the Franchise, you must provide us with written notice of that intent no earlier than two (2) years and no later than one (1) year before the expiration of the Initial Term.", "file_path": "cuad/JOINTCORP_09_19_2014-EX-10.15-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement among Rocky Mountain Chocolate Factory, Inc., Farids & Co. LLC, and Edible Arrangements, LLC; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [95267, 95585], "answer": "The rights and obligations of the Farids Group set forth in this Article VI (other than those set forth in Sections 6.8 and 6.9) shall terminate on the date that the Farids Group owns less than 3% of the issued and outstanding Common Stock, but in no event earlier than the Expiration Date (as defined in the Warrant).", "file_path": "cuad/ROCKYMOUNTAINCHOCOLATEFACTORY,INC_12_23_2019-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Services Agreement between Ability Computer & Software Industries Ltd and Telcostar PTE, LTD; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [9692, 9862], "answer": "This Agreement be deemed effective as of the Effective Date, Agreement and shall terminate on December 31, 2020, unless terminated earlier in accordance with Section 3.2.", "file_path": "cuad/ABILITYINC_06_15_2020-EX-4.25-SERVICES AGREEMENT.txt"}]
Question: Consider the Cooperation Agreement on Mobile Game Business between Dazzle Interactive Network Technologies Co., Ltd. and Shenzhen iDreamSky Technology Co., Ltd.; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [64308, 64610], "answer": "During the term hereof, any division, merger, dissolution, liquidation, bankruptcy or other events that lead to changes of Party B in the company nature, qualification and capacity for civil acts shall be notified to Party A in time, and subject to the provisions hereunder about the exit grace period.", "file_path": "cuad/IDREAMSKYTECHNOLOGYLTD_07_03_2014-EX-10.39-Cooperation Agreement on Mobile Game Business.txt"}, {"span": [64817, 65187], "answer": "In case of division or merger of Party B, this Agreement shall terminate, and the successor company (or other entity) to Party B's wireless value added business hereunder shall re-apply for business opening to Party A, and timely modify Party B's enterprise identifier code and other information existing on Party A's business system or other business management system.", "file_path": "cuad/IDREAMSKYTECHNOLOGYLTD_07_03_2014-EX-10.39-Cooperation Agreement on Mobile Game Business.txt"}]
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [38546, 38838], "answer": "This Agreement will be governed by and construed in accordance with the laws of the State of New York without regard to its provisions concerning the applicability of the laws of other jurisdictions, and specifically excluding the United Nations Convention on the International Sale of Goods.", "file_path": "cuad/LegacyEducationAllianceInc_20200330_10-K_EX-10.18_12090678_EX-10.18_Development Agreement.txt"}]
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [10014, 10201], "answer": "If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}, {"span": [10206, 10413], "answer": "Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}]
Question: Consider the Joint Development Agreement between FuelCell Energy, Inc. and ExxonMobil Research and Engineering Company for Molten Carbonate Fuel Cells; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [51177, 51931], "answer": "In no event will either Party be liable to the other Party under this Agreement for any consequential, indirect, special, incidental, punitive or exemplary loss or damage, including, without limitation, business interruption, cost of capital, loss of anticipated revenues and profits, loss of goodwill or increased operating costs, whether arising from contract, warranty, tort, strict liability or otherwise regardless of whether the possibility of such losses or damages have been made known to the first Party, and each Party hereby expressly waives all such rights and remedies, except for breach of any confidentiality or restricted use provisions of this Agreement and except as provided in Paragraph 11.04 (Exceptions to Limitations of Liability).", "file_path": "cuad/FuelcellEnergyInc_20191106_8-K_EX-10.1_11868007_EX-10.1_Development Agreement.txt"}]
Question: Consider the Supply Agreement between Organic Preparations Inc. and Agape ATP International Holding Limited; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [12098, 12289], "answer": "The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms.", "file_path": "cuad/AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement.txt"}]
Question: Consider the Hosting and Management Agreement between HealthGate Data Corp., Blackwell Science Limited, and Munksgaard A/S; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [51584, 52194], "answer": "Except in respect of personal injury or             death caused by the negligence of either party (for which by law no             limit applies), in the event either party shall be liable to the             other party on account of the performance or nonperformance of its             respective obligations under this Agreement, whether arising by             negligence, wilful misconduct or otherwise, the amount recoverable             by the other party for all events, acts or omissions shall not             exceed, in the aggregate, an amount equal to payments made under             this Agreement.", "file_path": "cuad/HEALTHGATEDATACORP_11_24_1999-EX-10.1-HOSTING AND MANAGEMENT AGREEMENT (1).txt"}]
Question: Consider the Cooperation Agreement on Mobile Game Business between Dazzle Interactive Network Technologies Co., Ltd. and Shenzhen iDreamSky Technology Co., Ltd.; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [16254, 16416], "answer": "Party B shall not advertise, or make any statement favorable for, any competitor having the same or similar business scope as Party A in the services it provides.", "file_path": "cuad/IDREAMSKYTECHNOLOGYLTD_07_03_2014-EX-10.39-Cooperation Agreement on Mobile Game Business.txt"}]
Question: Consider the Strategic Alliance Agreement between Yaskawa Electric Corporation and Argo Medical Technologies Ltd. for Healthcare Robotics; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [11597, 11823], "answer": "Neither this Agreement nor any part of this Agreement may be assigned or transferred by either party without the prior written consent of the other party. Any assignment or transfer without such consent shall be null and void.", "file_path": "cuad/REWALKROBOTICSLTD_07_10_2014-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between The Joint Corp. and Franchise Owner; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [10176, 10422], "answer": "You must operate the Franchise at a mutually agreeable site (the \"Premises\") to be identified after the signing of this Agreement, and to use the System and the Marks in the operation of that Franchise, for a term of 10 years (the \"Initial Term\")", "file_path": "cuad/JOINTCORP_09_19_2014-EX-10.15-FRANCHISE AGREEMENT.txt"}, {"span": [148845, 148993], "answer": "Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement will expire on _______________________________________.", "file_path": "cuad/JOINTCORP_09_19_2014-EX-10.15-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Real Estate Education Training Program Development Agreement between T&B Seminars, Inc. and Legacy Education Alliance Holdings, Inc.; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [27523, 27724], "answer": "The Term shall automatically renew thereafter for successive 5-year terms unless either party provides prior written notice of termination not less than 90 days prior to the end of such five-year term.", "file_path": "cuad/LegacyEducationAllianceInc_20200330_10-K_EX-10.18_12090678_EX-10.18_Development Agreement.txt"}]
Question: Consider the Maintenance Agreement for Software Services between XIMAGE and SAGEM S.A.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [17236, 17712], "answer": "MORPHO agrees that XIMAGE's total liability to MORPHO for any damages      suffered in connection with, or arising out of, this Agreement or      MORPHO's use of any documentation, product or service provided (or to be      provided) hereunder, regardless of whether any such liability is based      upon contract, tort or other basis, shall be limited to an amount not to      exceed the basic Monthly Maintenance Charges, for a sixty (60) day term      under this Agreement.", "file_path": "cuad/IMAGEWARESYSTEMSINC_12_20_1999-EX-10.22-MAINTENANCE AGREEMENT.txt"}, {"span": [17714, 18414], "answer": "IN NO EVENT SHALL, XIMAGE BE LIABLE TO MORPHO FOR ANY INCIDENTAL,      CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING WITHOUT      LIMITATION, DAMAGES ARISING FROM LOSS OF BUSINESS, DATA, PROFITS OR      GOODWILL) INCURRED OR SUFFERED BY MORPHO IN CONNECTION WITH, OR ARISING      OUT OF, THIS AGREEMENT OR MORPHO'S USE OF ANY DOCUMENTATION OR SOFTWARE      OR SERVICES PROVIDED, OR TO BE PROVIDED, HEREUNDER, EVEN IF XIMAGE HAS      BEEN APPRISED OF THE LIKELIHOOD OF THE SAME. NO ACTION, REGARDLESS OF      FORM, RELATED TO TRANSACTIONS OCCURRING UNDER, OR CONTEMPLATED BY, THIS      AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER      THE CAUSE OF ACTION HAS ACCRUED.", "file_path": "cuad/IMAGEWARESYSTEMSINC_12_20_1999-EX-10.22-MAINTENANCE AGREEMENT.txt"}]