orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Sponsorship Agreement between iPayment, Inc., First Data Merchant Services Corporation, and Wells Fargo Bank, N.A.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [62504, 62659], "answer": "The initial term of this Agreement shall be four (4) Processing Years commencing on the Effective Date of this Agreement and ending on June 30, 2010 unless", "file_path": "cuad/IPAYMENT,INC_05_14_2007-EX-10.1-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [7723, 8176], "answer": "Subject to the terms and conditions of this Agreement, Zynga grants to WPT a non-exclusive, non- assignable, non-sublicensable, royalty-free, paid up, limited worldwide license to use and display Zynga's Licensed Property solely as necessary to perform WPT's obligations under this Agreement and as specifically described on Exhibit A, in any and all media now known or hereafter devised, for the Term (subject to Section 7.e. of Additional Provisions).", "file_path": "cuad/AlliedEsportsEntertainmentInc_20190815_8-K_EX-10.19_11788293_EX-10.19_Content License Agreement.txt"}, {"span": [8196, 8551], "answer": "Subject to the terms and conditions of this Agreement, WPT grants to Zynga a non-exclusive, non-assignable, non-sublicensable, royalty-free, paid up, limited license in the Territory to use and display WPT's Licensed Property solely as necessary to perform Zynga's obligations under this Agreement and as specifically described on Exhibit A, for the Term.", "file_path": "cuad/AlliedEsportsEntertainmentInc_20190815_8-K_EX-10.19_11788293_EX-10.19_Content License Agreement.txt"}]
Question: Consider the Manufacturing Agreement between Antares Pharma, Inc. and AMAG Pharmaceuticals, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [67078, 67343], "answer": "Subject to early termination of this Agreement pursuant to Sections 7.2, 7.3 or 7.4, this Agreement shall become effective as of the Effective Date and shall continue until the expiration or earlier termination of the Development and License Agreement (the \"Term\").", "file_path": "cuad/Antares Pharma, Inc. - Manufacturing Agreement.txt"}]
Question: Consider the Cooperation Agreement between MG Capital Management Ltd., Percy Rockdale LLC, Rio Royal LLC, and HC2 Holdings, Inc. for Board Composition Changes; Is there a non-disparagement clause in this contract?
Relevant contract clauses:
[{"span": [26195, 28225], "answer": "Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither Party nor any of its subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, \"Representatives\"), shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party's Representatives (including any current officer or director of a Party or a Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party), or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, or reputation of the other Party or of its Representatives (including former officers and directors), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party); provided that, with respect to any litigation, arbitration or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding.", "file_path": "cuad/HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT.txt"}]
Question: Consider the Services and Hosting Agreement between VITALIBIS INC and VOTOCAST, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [25484, 25703], "answer": "This Agreement shall commence as of the Effective Date and shall continue in effect for one (I) year, unless earlier terminated as expressly provided in Sections 1.3. 10.1. or 10.2 of this Agreement (the *Initial Term\")", "file_path": "cuad/VitalibisInc_20180316_8-K_EX-10.2_11100168_EX-10.2_Hosting Agreement.txt"}]
Question: Consider the Co-Branding and Advertising Agreement between I-Escrow, Inc. and 2TheMart.com, Inc.; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [5782, 5884], "answer": "i-Escrow shall not run banner advertisements on the Co-Branded Site for any of 2TheMart's competitors.", "file_path": "cuad/2ThemartComInc_19990826_10-12G_EX-10.10_6700288_EX-10.10_Co-Branding Agreement_ Agency Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Stallings Capital Group Consultants, Ltd. dba Bob Stallings Racing and GAINSCO, INC. for 2010; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [5636, 6097], "answer": "Racing represents to the Sponsor that the Sponsor's aggregate obligation hereunder  will not exceed the amount of the sponsorship fee set forth in Section 3 hereof (or such lesser amount as is payable by the Sponsor in the event  that this Agreement is terminated pursuant to Section 14 hereof), plus, if applicable, collection costs that may be reasonably incurred by Racing in  a legal proceeding to collect all or any part thereof (the \"Maximum Obligation\").", "file_path": "cuad/GAINSCOINC_01_21_2010-EX-10.41-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between Janssen Biotech, Inc. and Immunomedics, Inc.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [92831, 93174], "answer": "To the extent that Company, by operation of Law or otherwise, acquires any right (other than pursuant to this Agreement) to any of the Product Trademarks, any other Trademarks of Janssen, such copyrights or such other intellectual property rights, Company shall assign to Janssen all such rights at Janssen's cost and will not claim ownership.", "file_path": "cuad/IMMUNOMEDICSINC_08_07_2019-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [7723, 8176], "answer": "Subject to the terms and conditions of this Agreement, Zynga grants to WPT a non-exclusive, non- assignable, non-sublicensable, royalty-free, paid up, limited worldwide license to use and display Zynga's Licensed Property solely as necessary to perform WPT's obligations under this Agreement and as specifically described on Exhibit A, in any and all media now known or hereafter devised, for the Term (subject to Section 7.e. of Additional Provisions).", "file_path": "cuad/AlliedEsportsEntertainmentInc_20190815_8-K_EX-10.19_11788293_EX-10.19_Content License Agreement.txt"}, {"span": [8196, 8551], "answer": "Subject to the terms and conditions of this Agreement, WPT grants to Zynga a non-exclusive, non-assignable, non-sublicensable, royalty-free, paid up, limited license in the Territory to use and display WPT's Licensed Property solely as necessary to perform Zynga's obligations under this Agreement and as specifically described on Exhibit A, for the Term.", "file_path": "cuad/AlliedEsportsEntertainmentInc_20190815_8-K_EX-10.19_11788293_EX-10.19_Content License Agreement.txt"}, {"span": [27041, 27559], "answer": "Notwithstanding the foregoing, for each end user that previously downloaded a Zynga game that includes WPT's Licensed Property, and stored such Zynga game within such end user's device, WPT grants a license and right to continue to use, activate, operate, perform, store, use and display that game on the end user's device in perpetuity at no additional charge; provided, however, that Zynga shall use best efforts to offer end users updates to its games which no longer include WPT's Licensed Property after the Term.", "file_path": "cuad/AlliedEsportsEntertainmentInc_20190815_8-K_EX-10.19_11788293_EX-10.19_Content License Agreement.txt"}, {"span": [28165, 28654], "answer": "Notwithstanding any termination of this Agreement, any Approved Content that includes Zynga's Licensed Property may remain in perpetuity in any media in which such Licensed Property was integrated into during the Term (e.g., televised WPT Tournaments or WPT Invitational Tournaments, social media posts, repurposed integrations for \"best of\" television programs) or for historical purposes (e.g., reference on WPT's website that Zynga-sponsored tour events took place as part of the tour).", "file_path": "cuad/AlliedEsportsEntertainmentInc_20190815_8-K_EX-10.19_11788293_EX-10.19_Content License Agreement.txt"}]
Question: Consider the Co-Branding and Advertising Agreement between I-Escrow, Inc. and 2TheMart.com, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [21948, 22102], "answer": "This Agreement will be governed and construed in accordance with the laws of the State of California without giving effect to conflict of laws principles.", "file_path": "cuad/2ThemartComInc_19990826_10-12G_EX-10.10_6700288_EX-10.10_Co-Branding Agreement_ Agency Agreement.txt"}]
Question: Consider the Hosting Agreement between T-Mobile Netherlands B.V. and Elephant Talk Communication Holding AG; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [41058, 41863], "answer": "Without prejudice to the provisions expressly stated elsewhere in this Agreement, a Party's liability for damage suffered by the other Party, attributable to the first mentioned Party or a person for whom it is liable by law, shall be limited to the following events, and the following amounts:     a)   for direct damage to physical goods (property damage or \"zaakschade\") or directly resulting from death or personal injury: up to a maximum of *** per event or series of connected events and up to a further maximum of *** for all events (connected or not) in any period of 12 calendar months;           b)   for damage directly resulting from a material breach of this Agreement: up to a maximum *** or *** as set out in Appendix 2), whatever amount is the highest, in any period of 12 calendar months.", "file_path": "cuad/PareteumCorp_20081001_8-K_EX-99.1_2654808_EX-99.1_Hosting Agreement.txt"}, {"span": [42074, 42556], "answer": "In no event shall either Party be liable for indirect or consequential loss or damage, including but not limited to, loss of profit, loss of sales or turnover, loss of or damage to reputation, loss of contract, loss of business, loss of anticipated savings and interest, increased operation costs, increase maintenance costs even if such loss or damage was reasonably foreseeable or if a Party had been advised by the other Party of the possibility of incurring such loss or damage.", "file_path": "cuad/PareteumCorp_20081001_8-K_EX-99.1_2654808_EX-99.1_Hosting Agreement.txt"}, {"span": [43278, 43455], "answer": "Any claim for damages must be notified to the other Party within six (6) months as from the date on which the damage was caused, failing which such claim is deemed to be waived.", "file_path": "cuad/PareteumCorp_20081001_8-K_EX-99.1_2654808_EX-99.1_Hosting Agreement.txt"}]
Question: Consider the Amendment #3 to Manufacturing Agreement between ADMA BioManufacturing, LLC and Sanofi Pasteur S.A.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [9639, 9802], "answer": "The liability cap set forth under section 6.5 is hereby amended to adapt to the provisions of this Amendment #3 and is therefore set at \"[***]\" instead of \"[***]\".", "file_path": "cuad/ADMA BioManufacturing, LLC -  Amendment #3 to Manufacturing Agreement .txt"}, {"span": [11196, 11459], "answer": "Limitation of Liability: In no event shall either party be liable to the other party for incidental, indirect, special and consequential or punitive damages, including without limitation any claims for damages based upon lost profits or lost business opportunity.", "file_path": "cuad/ADMA BioManufacturing, LLC -  Amendment #3 to Manufacturing Agreement .txt"}, {"span": [11889, 12072], "answer": "All claims by Sanofi Pasteur for breach or default under this Agreement shall be brought within [***] year after the cause of action comes into existence or otherwise shall be waived.", "file_path": "cuad/ADMA BioManufacturing, LLC -  Amendment #3 to Manufacturing Agreement .txt"}]
Question: Consider the Cooperation Agreement between MG Capital Management Ltd., Percy Rockdale LLC, Rio Royal LLC, and HC2 Holdings, Inc. for Board Composition Changes; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [34344, 34545], "answer": "THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.", "file_path": "cuad/HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between Janssen Biotech, Inc. and Immunomedics, Inc.; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [32877, 33146], "answer": "At a minimum, Company shall cause its Sales Force to satisfy the Minimum Number of Details Requirement, the Minimum Reach Requirement and, if applicable, the Minimum PDE Requirement and the Minimum Top Target Requirement set forth in Exhibit B in each Detailing Period.", "file_path": "cuad/IMMUNOMEDICSINC_08_07_2019-EX-10.1-PROMOTION AGREEMENT.txt"}, {"span": [33614, 34926], "answer": "If Company fails to achieve the Minimum Number of Details Requirement, the Minimum Reach Requirement or, if applicable, the Minimum PDE Requirement or the Minimum Top Target Requirement in any Detailing Period, Janssen shall have the right to terminate this Agreement by giving thirty (30) days' notice, unless:\n\n(a) Company complied with and performed its Detailing activities in accordance with any Remediation Plans developed by Company and approved by Janssen during such Detailing Period; or\n\n(b) if (i) neither Party provided a Performance Failure Notice under Section 3.2.4 during such Detailing Period and (ii) Company performs additional Details in the first month after such Detailing Period such that, if such Details had been performed during such Detailing Period, they would have been sufficient to cure the failure to achieve the Minimum Number of Details Requirement, the Minimum Reach Requirement, the Minimum PDE Requirement or the Minimum Top Target Requirement, as applicable. To avoid double-counting, such additional Details will not be taken into account when determining whether Company satisfies the Minimum Number of Details Requirement, Minimum Reach Requirement or, if applicable, the Minimum PDE Requirement or the Minimum Top Target Requirement in the then-current Detailing Period.", "file_path": "cuad/IMMUNOMEDICSINC_08_07_2019-EX-10.1-PROMOTION AGREEMENT.txt"}, {"span": [34928, 35294], "answer": "For clarity, (i) Company must achieve all of the applicable foregoing minimum requirements in order to avoid giving rise to Janssen's rights and remedies under this Section 3.2.3, and (ii) such rights shall be in addition to any other rights and remedies that may be available to Janssen under applicable Laws in the event of any such failure on the part of Company.", "file_path": "cuad/IMMUNOMEDICSINC_08_07_2019-EX-10.1-PROMOTION AGREEMENT.txt"}, {"span": [38270, 38496], "answer": "At all times during the Term, Company shall use reasonable efforts to deploy and maintain a sales force (the \"Sales Force\") of at least [***] ([***]) Sales Representatives who satisfy the conditions described in Section 3.3.1.", "file_path": "cuad/IMMUNOMEDICSINC_08_07_2019-EX-10.1-PROMOTION AGREEMENT.txt"}, {"span": [39058, 39282], "answer": "If the average number of Sales Representatives on the Sales Force is less than twenty-five (25) over any forty-five (45)-day period, Janssen will have the right to terminate this Agreement by giving thirty (30) days' notice.", "file_path": "cuad/IMMUNOMEDICSINC_08_07_2019-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between Stallings Capital Group Consultants, Ltd. dba Bob Stallings Racing and GAINSCO, INC. for 2010; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [12758, 12881], "answer": "Neither party shall assign any of its rights or obligations hereunder without the prior written consent of the other party.", "file_path": "cuad/GAINSCOINC_01_21_2010-EX-10.41-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Co-Branding and Advertising Agreement between I-Escrow, Inc. and 2TheMart.com, Inc.; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [15363, 15524], "answer": "A party wishing to renew this Agreement shall give the other party notice thereof no less than thirty (30) days before the expiration of the term then in effect.", "file_path": "cuad/2ThemartComInc_19990826_10-12G_EX-10.10_6700288_EX-10.10_Co-Branding Agreement_ Agency Agreement.txt"}, {"span": [15526, 15667], "answer": "In the event that either party does not give such notice, the term of this Agreement shall be automatically renewed for another one (1) year.", "file_path": "cuad/2ThemartComInc_19990826_10-12G_EX-10.10_6700288_EX-10.10_Co-Branding Agreement_ Agency Agreement.txt"}]
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [3605, 3977], "answer": "Zynga will pay WPT three million U.S. dollars ($3,000,000) per year according to the following schedule (which the parties may alter upon mutual agreement) (the \"Annual Minimum Guarantee\"): a. Within thirty (30) days of executing this Agreement: $1.5M b. July 1, 2018: $1.5M c. January 1, 2019: $1.5M d. July 1, 2019: $1.5M e. January 1, 2020: $1.5M f. July 1, 2020: $1.5M", "file_path": "cuad/AlliedEsportsEntertainmentInc_20190815_8-K_EX-10.19_11788293_EX-10.19_Content License Agreement.txt"}]
Question: Consider the Hosting Agreement between T-Mobile Netherlands B.V. and Elephant Talk Communication Holding AG; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [42922, 43268], "answer": "Limitation of liability as described in this article shall not apply:   a) in case the damage or loss is caused by a Party's willful misconduct (including fraud) or gross negligence, or   b) in case of a breach of a Parties obligation under article 11 (confidentiality) and article 15 (indemnification for breach of intellectual property rights).", "file_path": "cuad/PareteumCorp_20081001_8-K_EX-99.1_2654808_EX-99.1_Hosting Agreement.txt"}]
Question: Consider the Cooperation Agreement between MG Capital Management Ltd., Percy Rockdale LLC, Rio Royal LLC, and HC2 Holdings, Inc. for Board Composition Changes; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [36121, 36415], "answer": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "file_path": "cuad/HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT.txt"}]
Question: Consider the Amendment #3 to Manufacturing Agreement between ADMA BioManufacturing, LLC and Sanofi Pasteur S.A.; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [11460, 11888], "answer": "Except for the obligation of indemnity as set forth in Section 6.1 (c) with respect to claims by third parties for personal injury, illness or death (but not including property damage) resulting from the manufacture of the Product by BPC, aggregate damages for which ADMA shall be liable to Sanofi Pasteur hereunder, including without limitation costs of Source Plasma yield loss and/or rejected Batches, shall not exceed [***].", "file_path": "cuad/ADMA BioManufacturing, LLC -  Amendment #3 to Manufacturing Agreement .txt"}]
Question: Consider the Promotion Agreement between Janssen Biotech, Inc. and Immunomedics, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [49122, 50164], "answer": "In partial consideration of Company's Promotion of the Product in accordance with the terms of this Agreement, and subject to the terms and conditions of this Agreement, with respect to each Calendar Quarter during Calendar Year 2019 and Calendar Year 2020, Janssen shall pay Company a service fee (the \"Service Fee\"), as follows:\n\n(a) with respect to each Calendar Quarter during Calendar Year 2019, an amount equal to (i) [***] percent ([***]%) of that portion of Cumulative Net Sales that is greater than the Baseline for Calendar Year 2019, less (ii) the total Service Fees that have been invoiced by Company to Janssen for all preceding Calendar Quarters of Calendar Year 2019; and\n\n\n\n\n\n(b) with respect to each Calendar Quarter during Calendar Year 2020, an amount equal to (i) [***] percent ([***]%) of that portion of Cumulative Net Sales that is greater than the Baseline for Calendar Year 2020, less (ii) the total Service Fees that have been invoiced by Company to Janssen for all preceding Calendar Quarters of Calendar Year 2020.", "file_path": "cuad/IMMUNOMEDICSINC_08_07_2019-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [3990, 4236], "answer": "Zynga will pay to WPT ten percent (10%) of the cumulative Net Revenue (as defined in Section 3.b. of the Additional Provisions) (\"Royalty\") from the WPT-branded Zynga Poker Tournament Mode or other such use of the WPT brand on the Zynga platform.", "file_path": "cuad/AlliedEsportsEntertainmentInc_20190815_8-K_EX-10.19_11788293_EX-10.19_Content License Agreement.txt"}, {"span": [15584, 15708], "answer": "The Royalties to be paid by Zynga to WPT is the percentage of Net Revenue as set forth in Section 5 of the Basic Provisions.", "file_path": "cuad/AlliedEsportsEntertainmentInc_20190815_8-K_EX-10.19_11788293_EX-10.19_Content License Agreement.txt"}]
Question: Consider the Co-Branding and Advertising Agreement between I-Escrow, Inc. and 2TheMart.com, Inc.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [15363, 15524], "answer": "A party wishing to renew this Agreement shall give the other party notice thereof no less than thirty (30) days before the expiration of the term then in effect.", "file_path": "cuad/2ThemartComInc_19990826_10-12G_EX-10.10_6700288_EX-10.10_Co-Branding Agreement_ Agency Agreement.txt"}, {"span": [15526, 15667], "answer": "In the event that either party does not give such notice, the term of this Agreement shall be automatically renewed for another one (1) year.", "file_path": "cuad/2ThemartComInc_19990826_10-12G_EX-10.10_6700288_EX-10.10_Co-Branding Agreement_ Agency Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Stallings Capital Group Consultants, Ltd. dba Bob Stallings Racing and GAINSCO, INC. for 2010; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [14362, 14570], "answer": "Notwithstanding the provisions of Section 1 hereof, the Sponsor shall have the right at any time prior to  December 31, 2010 to terminate this Agreement by giving written notice of such termination to Racing.", "file_path": "cuad/GAINSCOINC_01_21_2010-EX-10.41-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Hosting Agreement between T-Mobile Netherlands B.V. and Elephant Talk Communication Holding AG; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [50473, 50724], "answer": "T-Mobile hereby grants ELEPHANT TALK a fully paid-up, non-exclusive licence to use the Hosting Services for the purpose of ELEPHANT TALK in providing the ELEPHANT TALK Wholesale Services during the term of this Agreement without further consideration.", "file_path": "cuad/PareteumCorp_20081001_8-K_EX-99.1_2654808_EX-99.1_Hosting Agreement.txt"}]
Question: Consider the Amendment #3 to Manufacturing Agreement between ADMA BioManufacturing, LLC and Sanofi Pasteur S.A.; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [5807, 5935], "answer": "such a case, the remaining Source Plasma shall be immediately returned to Sanofi Pasteur, under ADMA's liability and expenses. S", "file_path": "cuad/ADMA BioManufacturing, LLC -  Amendment #3 to Manufacturing Agreement .txt"}]
Question: Consider the Collaboration Agreement between Astellas Pharma Inc. and FibroGen, Inc. for Development of Anemia Treatments; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [127115, 127823], "answer": "Each party shall secure and maintain in effect during the term of this Agreement and for a period of five (5) years thereafter insurance policy(ies) underwritten by a reputable insurance company and in a form and having limits standard and customary for entities in the biopharmaceutical industry for exposures related to the Lead Compounds. Such insurance shall include general liability, clinical trial liability and products liability coverage with respect to such party's performance of the Development Program and commercialization of Lead Compounds hereunder. Upon request by the other party hereto, certificates of insurance evidencing the coverage required above shall be provided to the other party.", "file_path": "cuad/FIBROGENINC_10_01_2014-EX-10.11-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between Janssen Biotech, Inc. and Immunomedics, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [39306, 39508], "answer": "Company may not subcontract with or otherwise use any Affiliate or Third Party to perform any Detailing or any of its other obligations under this Agreement without the prior written consent of Janssen.", "file_path": "cuad/IMMUNOMEDICSINC_08_07_2019-EX-10.1-PROMOTION AGREEMENT.txt"}, {"span": [124847, 125006], "answer": "Company shall not use an Affiliate to exercise any of its rights or perform any of its obligations or duties hereunder without Janssen's prior written consent.", "file_path": "cuad/IMMUNOMEDICSINC_08_07_2019-EX-10.1-PROMOTION AGREEMENT.txt"}, {"span": [127671, 128215], "answer": "Neither this Agreement nor any rights or obligations of a Party may be assigned, delegated or otherwise transferred by such Party without the prior written consent of the other Party; provided, however, that Janssen may, without such consent but with prior written notice to Company, assign, delegate and transfer this Agreement or all or any of its rights and obligations under this Agreement to (a) any Third Party that acquires substantially all Janssen's assets relating to the Product in the\n\n\n\n\n\nTerritory or (b) any Affiliate of Janssen.", "file_path": "cuad/IMMUNOMEDICSINC_08_07_2019-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between Stallings Capital Group Consultants, Ltd. dba Bob Stallings Racing and GAINSCO, INC. for 2010; Is there a most favored nation clause in this contract?
Relevant contract clauses:
[{"span": [7433, 8067], "answer": "The Sponsor acknowledges that Racing has arranged and may arrange in the future for other sponsors  for the Racing Team. Racing agrees that, during the term of this Agreement, (i) Sponsor shall have the right to approve or disapprove any  additional sponsor identified by Racing, and (ii) unless another proposed sponsor has agreed to pay a sponsorship fee that exceeds the amount  paid by Sponsor, no other sponsor shall receive any benefit of greater value (including either an equivalent or a more prominent use of another  sponsor's name, logo or other identifying information) than the Benefits provided to the Sponsor hereunder.", "file_path": "cuad/GAINSCOINC_01_21_2010-EX-10.41-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [33269, 33850], "answer": "Without the prior written consent of the other party, neither party shall assign or transfer any of its rights or obligations hereunder, in whole or in part, to any third party, and any purported assignment without such prior written consent shall be null and void and of no force and effect; except that notice, but no consent shall be required for such assignment or transfer in connection with an internal reorganization or sale of the transferring party, including by merger or other business combination, or a sale of substantially all of the assets of the transferring party.", "file_path": "cuad/AlliedEsportsEntertainmentInc_20190815_8-K_EX-10.19_11788293_EX-10.19_Content License Agreement.txt"}]
Question: Consider the Co-Branding and Advertising Agreement between I-Escrow, Inc. and 2TheMart.com, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [15054, 15185], "answer": "The term of this Agreement shall continue for one (1) year following the Launch Date, unless earlier terminated as provided herein.", "file_path": "cuad/2ThemartComInc_19990826_10-12G_EX-10.10_6700288_EX-10.10_Co-Branding Agreement_ Agency Agreement.txt"}]
Question: Consider the Hosting Agreement between T-Mobile Netherlands B.V. and Elephant Talk Communication Holding AG; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [53942, 54076], "answer": "The Agreement may be terminated by both Parties with a notification period of *** before the end of the Initial Term of the Agreement.", "file_path": "cuad/PareteumCorp_20081001_8-K_EX-99.1_2654808_EX-99.1_Hosting Agreement.txt"}]
Question: Consider the Amendment #3 to Manufacturing Agreement between ADMA BioManufacturing, LLC and Sanofi Pasteur S.A.; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [3814, 4115], "answer": "Should ADMA fail to supply a minimum of [***] Batches of Product (the \"Minimum Volume\") of Product during the time period as specified in this Amendment #3, ADMA agrees that Sanofi Pasteur shall be entitled to obtain from ADMA as liquidated damages, and not a penalty, amounting to $[***] ([***]) USD.", "file_path": "cuad/ADMA BioManufacturing, LLC -  Amendment #3 to Manufacturing Agreement .txt"}, {"span": [4384, 4867], "answer": "In addition to the Minimum Volume of Product to be manufactured by ADMA, should ADMA deliver the Minimum Volume of Product but fail to meet the Updated Supply Plan as provided in Exhibit A as attached hereto and made an integral part hereof, then it is agreed upon by the Parties that ADMA shall pay to Sanofi Pasteur an amount equal to $[***] ([***]) USD for each Batch of Product that is less than the agreed upon quantity in Exhibit A, as liquidated damages, and not as a penalty.", "file_path": "cuad/ADMA BioManufacturing, LLC -  Amendment #3 to Manufacturing Agreement .txt"}]
Question: Consider the Collaboration Agreement between Astellas Pharma Inc. and FibroGen, Inc. for Development of Anemia Treatments; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [97223, 97393], "answer": "In the event that any portion of the shipment fails to conform to the Product Specifications, Astellas shall notify FG within [ * ] of Astellas' receipt of such shipment.", "file_path": "cuad/FIBROGENINC_10_01_2014-EX-10.11-COLLABORATION AGREEMENT.txt"}, {"span": [97500, 97592], "answer": "In the absence of such notification, Astellas shall be deemed to have accepted the shipment.", "file_path": "cuad/FIBROGENINC_10_01_2014-EX-10.11-COLLABORATION AGREEMENT.txt"}, {"span": [98653, 99097], "answer": "If Astellas detects at any time any defect in the Lead Compound which has not been found through Astellas' inspection, it shall notify FG to that effect within [ * ] of the discovery of such defect, and the procedures set forth above in this Section 12.7 shall be applied to such defective Lead Compound, provided, that FG shall only be responsible to pay for costs of defects that are the result of FG's gross negligence or willful misconduct.", "file_path": "cuad/FIBROGENINC_10_01_2014-EX-10.11-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between Janssen Biotech, Inc. and Immunomedics, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [87488, 88428], "answer": "In the event that, after the Effective Date, a Third Party (an \"Acquirer\") either (a) merges with Company, (b) acquires \"control\" (as defined in Section 1.4) of Company or (c) acquires substantially all the assets of the Company (each of (a), (b) and (c), an \"Acquisition\"), and such Acquirer or any of its Affiliates immediately prior to such Acquisition is commercializing a Competing Product in the Territory, then either Party shall have the right to terminate this Agreement on [***] ([***]) days written notice delivered within [***] ([***]) days of the closing of such Acquisition, and Company shall not be deemed to be marketing, promoting, selling, distributing or commercializing a Competing Product in breach of this Section for so long as it is conducting such activities solely through personnel who are not involved in any activities under this Agreement and do not have access to Janssen's Confidential Information hereunder.", "file_path": "cuad/IMMUNOMEDICSINC_08_07_2019-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [13926, 14137], "answer": "WPT or its affiliates shall not authorize a Zynga Competitor to commercially exploit the Licensed Property in connection with social poker gaming via a license similar to the license granted herein for the Term.", "file_path": "cuad/AlliedEsportsEntertainmentInc_20190815_8-K_EX-10.19_11788293_EX-10.19_Content License Agreement.txt"}]
Question: Consider the Co-Branding, Marketing, and Distribution Agreement between Amazon.com Commerce Services, Inc. and Audible Inc.; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [67414, 67886], "answer": "Company will at its expense, prior to the Launch Date obtain, and thereafter throughout the Term and for a period of six (6) months thereafter maintain, such policy or policies of insurance as is commercially reasonable for the transactions and business contemplated by this Agreement. Without limiting the generality of the foregoing, Company will ensure that such policies contain a waiver of subrogation against ACSI, name ACSI and its assignees as additional insureds.", "file_path": "cuad/AudibleInc_20001113_10-Q_EX-10.32_2599586_EX-10.32_Co-Branding Agreement_ Marketing Agreement_ Investment Distribution Agreement.txt"}, {"span": [67888, 68175], "answer": "Company will not modify or terminate any coverage without giving at least thirty (30) days' prior written notice to ACSI. Upon request from ACSI, Company will furnish to ACSI certificates of insurance and such other documentation relating to such policies as ACSI may reasonably request.", "file_path": "cuad/AudibleInc_20001113_10-Q_EX-10.32_2599586_EX-10.32_Co-Branding Agreement_ Marketing Agreement_ Investment Distribution Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Stallings Capital Group Consultants, Ltd. dba Bob Stallings Racing and GAINSCO, INC. for 2010; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [15244, 15408], "answer": "This Agreement shall be governed and construed in accordance with the internal laws of the State of Texas, without giving effect to  principles of conflict of laws.", "file_path": "cuad/GAINSCOINC_01_21_2010-EX-10.41-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Hosting Agreement between T-Mobile Netherlands B.V. and Elephant Talk Communication Holding AG; Is there a clause preventing the solicitation of employees in this contract?
Relevant contract clauses:
[{"span": [61625, 62082], "answer": "Without the prior written consent of the other Party, a Party shall not at any time while this Agreement is in force and for a one-year period after termination of this Agreement either for itself or on behalf of any other company solicit, induce or cause any employee of the other Party or any Affiliated Company of this other Party who has been a representative of or employed by the other Party in connection with this Agreement to leave such employment.", "file_path": "cuad/PareteumCorp_20081001_8-K_EX-99.1_2654808_EX-99.1_Hosting Agreement.txt"}]
Question: Consider the Software Hosting Agreement between Inktomi Corporation and Microsoft Corporation; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [23095, 23467], "answer": "Inktomi will permit Microsoft to have access to, and to make copies of, all such books and records for purposes of auditing and verifying such costs and expenses, provided that Microsoft shall give Inktomi reasonable notice prior to each requested audit and shall perform such audit during normal business hours at Inktomi's office(s) where such records are normally kept.", "file_path": "cuad/INKTOMICORP_06_08_1998-EX-10.14-SOFTWARE HOSTING AGREEMENT.txt"}]
Question: Consider the Collaboration Agreement between Astellas Pharma Inc. and FibroGen, Inc. for Development of Anemia Treatments; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [101199, 101479], "answer": "FG's sole obligation and Astellas' sole remedy with respect to Lead Compound which does not meet the warranty contained herein is limited to replacement of such Lead Compound and reimbursement of Astellas' out of pocket expenses for shipping to FG at the address designated by FG.", "file_path": "cuad/FIBROGENINC_10_01_2014-EX-10.11-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between Stallings Capital Group Consultants, Ltd. dba Bob Stallings Racing and GAINSCO, INC. for 2010; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [1041, 1225], "answer": "Subject to the provisions of Section 14 hereof, the term of this Agreement and the sponsorship described herein shall commence on  January 1, 2010 and extend through December 31, 2010.", "file_path": "cuad/GAINSCOINC_01_21_2010-EX-10.41-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between Janssen Biotech, Inc. and Immunomedics, Inc.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [140571, 140764], "answer": "Notwithstanding the above, before Company destroys any safety records it will notify Janssen of its intention to do so, affording Janssen the opportunity to retain such records if it so wishes.", "file_path": "cuad/IMMUNOMEDICSINC_08_07_2019-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [32541, 32783], "answer": "This Agreement will for all purposes be governed by and interpreted in accordance with the laws of the State of California without giving effect to any conflict of laws principles that require the application of the laws of a different state.", "file_path": "cuad/AlliedEsportsEntertainmentInc_20190815_8-K_EX-10.19_11788293_EX-10.19_Content License Agreement.txt"}]
Question: Consider the Co-Branding, Marketing, and Distribution Agreement between Amazon.com Commerce Services, Inc. and Audible Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [53837, 54540], "answer": "EXCEPT TO THE EXTENT AWARDED TO A THIRD PARTY IN A JUDGMENT AGAINST WHICH A PARTY IS ENTITLED TO INDEMNIFICATION PURSUANT TO SECTION 7.2  [Indemnity], OR TO THE EXTENT ARISING OUT OF ANY BREACH OF SECTION 11.4  [Nondisclosure], NEITHER PARTY WILL BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), PRODUCT LIABILITY OR OTHER THEORY), TO THE OTHER PARTY OR ANY 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, REVENUE, BUSINESS OR DATA) ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISEDOF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.", "file_path": "cuad/AudibleInc_20001113_10-Q_EX-10.32_2599586_EX-10.32_Co-Branding Agreement_ Marketing Agreement_ Investment Distribution Agreement.txt"}, {"span": [54832, 55108], "answer": "EXCEPT FOR LIABILITIES UNDER SECTION 7.2  [Indemnity], NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR OTHERWISE, SHALL EXCEED [***].", "file_path": "cuad/AudibleInc_20001113_10-Q_EX-10.32_2599586_EX-10.32_Co-Branding Agreement_ Marketing Agreement_ Investment Distribution Agreement.txt"}]
Question: Consider the Hosting Agreement between T-Mobile Netherlands B.V. and Elephant Talk Communication Holding AG; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [64228, 64353], "answer": "This Agreement shall be governed by and construed in all respects exclusively in accordance with the laws of the Netherlands.", "file_path": "cuad/PareteumCorp_20081001_8-K_EX-99.1_2654808_EX-99.1_Hosting Agreement.txt"}]
Question: Consider the Software Hosting Agreement between Inktomi Corporation and Microsoft Corporation; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [48235, 48615], "answer": "Except as expressly permitted hereunder or in Exhibit F hereto, neither party may transfer, assign or sublicense this Agreement, or any rights or obligations hereunder, whether by contract or by operation of law, except with the express written consent of the other party, and any attempted transfer, assignment or sublicense by a party in violation of this Section shall be void.", "file_path": "cuad/INKTOMICORP_06_08_1998-EX-10.14-SOFTWARE HOSTING AGREEMENT.txt"}]
Question: Consider the Collaboration Agreement between Astellas Pharma Inc. and FibroGen, Inc. for Development of Anemia Treatments; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [48092, 48299], "answer": "Each of Astellas and FG shall retain its records for the minimum period of time required by applicable law in all cases, and for not less than [ * ] following the expiration or termination of this Agreement.", "file_path": "cuad/FIBROGENINC_10_01_2014-EX-10.11-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Joint Content License Agreement between WPT Enterprises, Inc. and Zynga Inc. for Marketing and Promotion; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [3262, 3488], "answer": "This Agreement shall automatically extend for an additional two (2) years on the same terms herein (\"Renewal Term\") provided WPT receives payments greater than twelve million U.S. dollars ($12,000,000) within the Initial Term.", "file_path": "cuad/AlliedEsportsEntertainmentInc_20190815_8-K_EX-10.19_11788293_EX-10.19_Content License Agreement.txt"}]
Question: Consider the Promotion Agreement between Janssen Biotech, Inc. and Immunomedics, Inc.; Is there a clause preventing the solicitation of employees in this contract?
Relevant contract clauses:
[{"span": [89396, 90753], "answer": "During the Term, Janssen shall not directly or indirectly solicit for employment any Sales Representative who is an employee of Company, and Company shall not directly or indirectly solicit for employment any employee of Janssen with whom Company has had contact in the course of the evaluation or negotiation of this Agreement or with whom Company interacts during the Term; provided, however, that the foregoing provision will not prohibit either Party from (a) conducting general solicitations of employment in publications (including but not limited to websites, newspapers and/or journals) available to the public, or solicitations through the use of search firms, and which, in any case, are not directed\n\n\n\n\n\nspecifically toward such employees of the other Party or (b) any contact with any such employee of the other Party (i) that was initiated by such employee without any solicitation prior thereto by the contacting Party (other than solicitation permitted by clause (a) of this sentence) or (ii) with whom the contacting Party is already in employment discussions as of the Effective Date, or (iii) by any person other than (A) one who was introduced to, or became aware of, the relevant employee of the other Party solely in connection with this Agreement, and (B) one who is acting at the direction or suggestion of a person described in (A).", "file_path": "cuad/IMMUNOMEDICSINC_08_07_2019-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the Sponsorship and Development Agreement between Teknik Digital Arts Inc. and Rick Smith Enterprises; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [23500, 23949], "answer": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses. Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.", "file_path": "cuad/HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT.txt"}]