orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Strategic Alliance Agreement between Northern Telecom Limited and Entrust Technologies Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [12317, 12590], "answer": "ETI's liability to Nortel arising from or relating to the intellectual     property indemnity set forth in the Enterprise License shall not exceed 50%     (fifty percent) of the monies paid by Nortel thereunder to a maximum of     U.S.$1,000,000 (one million U.S. dollars).", "file_path": "cuad/ENTRUSTINC_07_24_1998-EX-10.5-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [16190, 16720], "answer": "Notwithstanding any provision of the Source Code              -----------------                                                  License, ETI shall not be required to honour any product warranty or intellectual property indemnity set forth in the Source Code License, to the extent that such breach of warranty or indemnity relates to a defect in any of the Entrust Products as of the Effective Date or the infringement or misappropriation of any third party rights incorporated into the Entrust Products as of the Effective Date.", "file_path": "cuad/ENTRUSTINC_07_24_1998-EX-10.5-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [40050, 40516], "answer": "Except for breach of Article                -------------------------------                               VIII and for Article XII, in no event shall either Party be liable to the other Party for any indirect, incidental and/or consequential damages resulting from a breach of this agreement, including without limitation lost business, lost savings, and lost profits even if the breaching Party has been advised of the possibility of the occurrence of such damages.", "file_path": "cuad/ENTRUSTINC_07_24_1998-EX-10.5-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [40518, 40633], "answer": "In no event shall either Party be liable for any special or punitive damages arising from breach of this Agreement.", "file_path": "cuad/ENTRUSTINC_07_24_1998-EX-10.5-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [40667, 40893], "answer": "For any cause of action arising under this                ---------------                                             Agreement, Nortel's liability to Entrust, and Entrust's liability to Nortel shall not exceed U.S.$5,000,000.", "file_path": "cuad/ENTRUSTINC_07_24_1998-EX-10.5-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [40895, 41044], "answer": "Notwithstanding the foregoing, each of Nortel's and Entrust's liability to the other Party for breach of Article II shall not exceed U.S.$10,000,000.", "file_path": "cuad/ENTRUSTINC_07_24_1998-EX-10.5-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [23300, 23697], "answer": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "file_path": "cuad/SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between Coral Gold Resources Ltd. and Intermark Capital Corp. for Management and Financial Services; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [20873, 21025], "answer": "Neither this Agreement nor any of the rights of any of the parties under this Agreement shall be assigned without thewritten consent of all the parties.", "file_path": "cuad/CORALGOLDRESOURCES,LTD_05_28_2020-EX-4.1-CONSULTING AGREEMENT.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [40004, 40346], "answer": "Aimmune covenants that it will not research or develop (including Develop) the Antibody itself, including not developing any modification, variant, fragment, progeny or derivatives of such Antibody, in each case, in a way that would produce a molecule that is neither the Antibody nor a molecule that falls within the definition of a Product.", "file_path": "cuad/AimmuneTherapeuticsInc_20200205_8-K_EX-10.3_11967170_EX-10.3_Development Agreement.txt"}, {"span": [44658, 45593], "answer": "Aimmune hereby covenants and agrees that it shall not (and shall cause the other Aimmune Agreement Entities not to), either directly or indirectly, 14\n\nSource: AIMMUNE THERAPEUTICS, INC., 8-K, 2/5/2020\n\n\n\n\n\nDevelop, Manufacture, or Commercialize the Product for use outside the Licensed Field. Furthermore, Xencor hereby covenants and agrees that it shall not (and shall cause its Affiliates not to), either directly or through granting a license or other right to, or otherwise facilitating, a Third Party to (a) Develop, Manufacture or Commercialize the Antibody or the Product during the Term, (b) commence any [***] of any [***] that is not the Antibody or a Product and that [***] for use in the Licensed Field, prior to the [***] ([***]t h) anniversary of the Effective Date, or (c) Develop, Manufacture or Commercialize any [***] that is not the Antibody or a Product and that [***] for use in the Aimmune Field during the Term.", "file_path": "cuad/AimmuneTherapeuticsInc_20200205_8-K_EX-10.3_11967170_EX-10.3_Development Agreement.txt"}]
Question: Consider the Reseller Agreement between i3 Integrative Creative Solutions, LLC and Bravatek Solutions, Inc. for Cybersecurity and Telecom Services; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [12974, 13129], "answer": "This Agreement shall be governed by and construed under the laws of the Commonwealth of Virginia without regard to the conflicts of law provisions thereof.", "file_path": "cuad/BravatekSolutionsInc_20170418_8-K_EX-10.1_10205739_EX-10.1_Reseller Agreement.txt"}]
Question: Consider the Reseller Agreement between Diversinet Corp. and 2205925 Ontario Limited; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [1613, 2052], "answer": "Subject to payment of the Annual Minimum Commitment (\"AMC\"  - defined herein), Diversinet hereby grants to Reseller an exclusive, non- transferable and non-assignable right to market, sell, and sub-license those Diversinet products listed in Schedule 2 (the \"Products\") within the  territory listed in Schedule 3 (the \"Territory\") to Canadian headquartered companies, and governmental and broader public sector entities located  in Canada.", "file_path": "cuad/DIVERSINETCORP_03_01_2012-EX-4-RESELLER AGREEMENT.txt"}, {"span": [3001, 3245], "answer": "In addition, Diversinet hereby grants to Reseller the right to use those Diversinet trademarks and copyrighted materials with respect to the  Products solely for the purpose of marketing and distribution of the Products as authorized hereunder.", "file_path": "cuad/DIVERSINETCORP_03_01_2012-EX-4-RESELLER AGREEMENT.txt"}]
Question: Consider the Co-Branding and Services Agreement between RSL COM PrimeCall, Inc. and deltathree.com, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [26053, 26224], "answer": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflict of laws principles thereof.", "file_path": "cuad/DeltathreeInc_19991102_S-1A_EX-10.19_6227850_EX-10.19_Co-Branding Agreement_ Service Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between Northern Telecom Limited and Entrust Technologies Inc.; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [40050, 40516], "answer": "Except for breach of Article                -------------------------------                               VIII and for Article XII, in no event shall either Party be liable to the other Party for any indirect, incidental and/or consequential damages resulting from a breach of this agreement, including without limitation lost business, lost savings, and lost profits even if the breaching Party has been advised of the possibility of the occurrence of such damages.", "file_path": "cuad/ENTRUSTINC_07_24_1998-EX-10.5-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between MOSSIMO, INC. and DAVID DUVAL ENTERPRISES, INC. for Marketing Rights; Are there any third-party beneficiaries designated in this contract?
Relevant contract clauses:
[{"span": [19735, 19884], "answer": "It is understood that Duval is not a party hereto and has no liability hereunder but is an intended specific third party creditor beneficiary hereof.", "file_path": "cuad/MOSSIMOINC_04_14_2000-EX-10.14-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [62360, 62462], "answer": "This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.", "file_path": "cuad/SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between Coral Gold Resources Ltd. and Intermark Capital Corp. for Management and Financial Services; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [4039, 4399], "answer": "This Agreement can be terminated at any time prior to the expiry of the Term, as follows: (a) by the Consultant electing to give the Company not less than 3 months prior notice of such termination;\n\n(b) by the Company electing to give the Consultant 3 months prior notice of such termination along with a termination payment equal to the annual Consulting Fee;", "file_path": "cuad/CORALGOLDRESOURCES,LTD_05_28_2020-EX-4.1-CONSULTING AGREEMENT.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [149488, 149921], "answer": "This Agreement shall be governed by and construed in accordance with the internal laws of the State of California applicable to agreements made and to be performed entirely within such state, without regard to the conflicts of law principles of such state; provided that any matters relating to the construction or effect of any Patent will be governed by the patent laws of the relevant jurisdiction in which such Patent is granted.", "file_path": "cuad/AimmuneTherapeuticsInc_20200205_8-K_EX-10.3_11967170_EX-10.3_Development Agreement.txt"}]
Question: Consider the Reseller Agreement between i3 Integrative Creative Solutions, LLC and Bravatek Solutions, Inc. for Cybersecurity and Telecom Services; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [933, 1007], "answer": "Contract is renewable for 1 year extension by amendment to this agreement.", "file_path": "cuad/BravatekSolutionsInc_20170418_8-K_EX-10.1_10205739_EX-10.1_Reseller Agreement.txt"}]
Question: Consider the Co-Branding and Services Agreement between RSL COM PrimeCall, Inc. and deltathree.com, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [1515, 2043], "answer": "The term of this Agreement shall be effective as of the date first stated above and shall continue for a term of three (3) years, unless terminated earlier in accordance with the provisions of this Agreement (the \"Term\"); provided, however, that PrimeCall may elect to terminate this Agreement, upon thirty (30) days' written notice, at any time from and after the time that collectively RSL Communications, Ltd. and/or its Affiliates holds less than fifty percent (50%) of the voting control of DeltaThree's outstanding shares.", "file_path": "cuad/DeltathreeInc_19991102_S-1A_EX-10.19_6227850_EX-10.19_Co-Branding Agreement_ Service Agreement.txt"}]
Question: Consider the Reseller Agreement between Diversinet Corp. and 2205925 Ontario Limited; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [16857, 17097], "answer": "Diversinet will arrange for the initial personal technical and sales instruction of up to three (3) Reseller personnel for up to five (5) days in  learning the functions, installation, integration, operation and maintenance of the Products.", "file_path": "cuad/DIVERSINETCORP_03_01_2012-EX-4-RESELLER AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between MOSSIMO, INC. and DAVID DUVAL ENTERPRISES, INC. for Marketing Rights; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [12181, 12862], "answer": "Company shall provide and maintain, at its own expense, commercial general liability insurance and advertising injury coverage, with limits of not less than One Million Dollars ($1,000,000.00), and shall cause such policy to be endorsed to state that Duval is an additional named insured thereunder. A certificate of insurance evidencing such coverage shall be furnished to Duval within thirty (30) days of the full execution of this Agreement. Such insurance policy shall provide that the insurer shall not terminate or materially modify such policy or remove Duval as an additional named insured without prior written notice to Duval at least twenty (20) days in advance thereof.", "file_path": "cuad/MOSSIMOINC_04_14_2000-EX-10.14-ENDORSEMENT AGREEMENT.txt"}, {"span": [17924, 18411], "answer": "Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance with limits no less than Three Million Dollars ($3,000,000) and naming Licensor and Duval as additional named insureds. Within thirty (30) days from the date hereof, Company will submit to Licensor evidence of such policy, requiring that the insurer shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereof.", "file_path": "cuad/MOSSIMOINC_04_14_2000-EX-10.14-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [26277, 26563], "answer": "The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.", "file_path": "cuad/SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Northern Telecom Limited and Entrust Technologies Inc.; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [10273, 10929], "answer": "ETI, on behalf of Entrust, grants to NTL and its              ------------                                                   Affiliates (as defined in the Enterprise License) a non-exclusive, fully paid- up, worldwide, perpetual license to use an unlimited number of copies of the Entrust Products subject to the terms and conditions of an agreement to be concluded between NTL and ETI promptly after the Effective Date in substantially the form of the license set forth in Exhibit B (the \"Enterprise License\") save                                                      ------------------        as amended to comply with the provisions of this Article III.", "file_path": "cuad/ENTRUSTINC_07_24_1998-EX-10.5-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [17342, 17732], "answer": "Subject to the terms and               -----------------------------------                           conditions of this Agreement, Entrust, to the extent of its legal right to do so, hereby grants to Nortel, under the Entrust Patents, an irrevocable, non- transferable, non-assignable, indivisible, non-exclusive, royalty-free, worldwide license for Licensed Products and Licensed Services.", "file_path": "cuad/ENTRUSTINC_07_24_1998-EX-10.5-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between Coral Gold Resources Ltd. and Intermark Capital Corp. for Management and Financial Services; Is there a clause preventing the solicitation of employees in this contract?
Relevant contract clauses:
[{"span": [12301, 13122], "answer": "The Consultant covenants, undertakes and agrees with the Company that during the Term and for a period of one year from the date of expiration or termination of this Agreement for any reason whatsoever, it shall not, on its own behalf or on behalf of any person, whether directly or indirectly, in any capacity whatsoever, offer employment to or solicit the employment of or otherwise entice away from the employment of the Company or any of the Affiliated Companies, any individual who is employed or engaged by the Company or any of the Affiliated Companies at the date of expiration or termination of this Agreement or who was employed or engaged by the Company or any of the Affiliated Companies, within the one year period immediately preceding the date of expiration or termination of this Agreement, as applicable.", "file_path": "cuad/CORALGOLDRESOURCES,LTD_05_28_2020-EX-4.1-CONSULTING AGREEMENT.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [124580, 124869], "answer": "This Agreement shall become effective on the Effective Date and, unless earlier terminated pursuant to this ARTICLE 13, shall remain in effect on a Product-by-Product and country-by-country basis until the expiration of the Royalty Term applicable to such Product and country (the \"Term\").", "file_path": "cuad/AimmuneTherapeuticsInc_20200205_8-K_EX-10.3_11967170_EX-10.3_Development Agreement.txt"}]
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [90962, 91468], "answer": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate, and each naming the other Party as additional insured. MMT and SIGA shall maintain such insurance throughout the Term, and shall from time to time provide copies of certificates of such insurance the other Party upon request.", "file_path": "cuad/SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement.txt"}]
Question: Consider the Content License Agreement between Beijing Sun Seven Stars Culture Development Limited and You On Demand Holdings, Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [32282, 32713], "answer": "EXCEPT FOR THE ABOVE INDEMNIFICATION OBLIGATIONS AND FOR BREACHES OF SECTION 14, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS), WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/IdeanomicsInc_20160330_10-K_EX-10.26_9512211_EX-10.26_Content License Agreement.txt"}]
Question: Consider the Reseller Agreement between Diversinet Corp. and 2205925 Ontario Limited; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [2217, 2406], "answer": "Reseller acknowledges and agrees that it does not have the right to assign sub-resellers under this Agreement  outside of the Territory, except with the prior written consent of Diversinet.", "file_path": "cuad/DIVERSINETCORP_03_01_2012-EX-4-RESELLER AGREEMENT.txt"}, {"span": [40410, 40955], "answer": "Assignment  Without the express prior written consent of Diversinet (not to be unreasonably refused), Reseller may not assign this Agreement or its interest  herein in whole or in part but Reseller shall continue to be responsible should the assignee fail to perform. Diversinet may assign this Agreement at  any time and in such event, this Agreement shall continue in full force and effect as if the assignee were named as the licensor in the first instance  but Diversinet shall continue to be responsible should the assignee fail to perform.", "file_path": "cuad/DIVERSINETCORP_03_01_2012-EX-4-RESELLER AGREEMENT.txt"}, {"span": [70697, 71097], "answer": "Notwithstanding any provision to the contrary in the Agreement, Licensor shall not subcontract or assign any of the Services that may  require access to or the downloading or other use of Personal Information except with the prior written consent of Licensee or as required to  be disclosed by a governmental agency or third party as expressly required by operation of law, regulation or court order.", "file_path": "cuad/DIVERSINETCORP_03_01_2012-EX-4-RESELLER AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between MOSSIMO, INC. and DAVID DUVAL ENTERPRISES, INC. for Marketing Rights; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [19071, 19734], "answer": "Notwithstanding anything to the contrary herein, in the event Company incurs any expenses, damages or other liabilities (including, without limitation, reasonable attorneys' fees) in connection with the performance or non-performance of any term or provision hereof, Licensor's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to Licensor by Company. In no event will Licensor be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or non-performance of this Agreement, whether or not Licensor had been advised of the possibility of such damages.", "file_path": "cuad/MOSSIMOINC_04_14_2000-EX-10.14-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Northern Telecom Limited and Entrust Technologies Inc.; Does this contract include an unlimited or all-you-can-eat license?
Relevant contract clauses:
[{"span": [10273, 10929], "answer": "ETI, on behalf of Entrust, grants to NTL and its              ------------                                                   Affiliates (as defined in the Enterprise License) a non-exclusive, fully paid- up, worldwide, perpetual license to use an unlimited number of copies of the Entrust Products subject to the terms and conditions of an agreement to be concluded between NTL and ETI promptly after the Effective Date in substantially the form of the license set forth in Exhibit B (the \"Enterprise License\") save                                                      ------------------        as amended to comply with the provisions of this Article III.", "file_path": "cuad/ENTRUSTINC_07_24_1998-EX-10.5-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Supply Agreement between MediWound Ltd. and Challenge Bioproducts Corporation Ltd. for Bromelain SP; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [28992, 29246], "answer": "MediWound shall have the right, for a period of [***] days following receipt, to reject any Bromelain SP sample which:   6.4.1 fails to comply with MediWound's purchase order; or   6.4.2 fails to comply with the sample incoming inspection Specifications.", "file_path": "cuad/MEDIWOUNDLTD_01_15_2014-EX-10.6-SUPPLY AGREEMENT.txt"}, {"span": [29249, 29540], "answer": "Within the said [***] days, MediWound shall notify CBC of either: (i) its approval and acceptance of such batch sample (\"Acceptance Sample Notice\"); or (ii) its rejection of the batch sample in which case MediWound shall detail the reason(s) for the rejection of any such Bromelain SP sample", "file_path": "cuad/MEDIWOUNDLTD_01_15_2014-EX-10.6-SUPPLY AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between Coral Gold Resources Ltd. and Intermark Capital Corp. for Management and Financial Services; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [21665, 21994], "answer": "Unless otherwise agreed to in writing by the parties, the Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and the parties hereto submit and attorn to the jurisdiction of the courts of the Province of British Columbia.", "file_path": "cuad/CORALGOLDRESOURCES,LTD_05_28_2020-EX-4.1-CONSULTING AGREEMENT.txt"}]
Question: Consider the Blockchain Administration and Development Agreement between ARCA U.S. Treasury Fund and ARCA Capital Management, LLC; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [7555, 7807], "answer": "In full consideration of the provision of the services of the Blockchain Administrator set forth herein, the Fund shall pay the Blockchain Administrator a fees calculated at the annual rate of 0.20% of the value of the Fund's average annual net assets.", "file_path": "cuad/ArcaUsTreasuryFund_20200207_N-2_EX-99.K5_11971930_EX-99.K5_Development Agreement.txt"}]
Question: Consider the Content License Agreement between Beijing Sun Seven Stars Culture Development Limited and You On Demand Holdings, Inc.; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [32282, 32713], "answer": "EXCEPT FOR THE ABOVE INDEMNIFICATION OBLIGATIONS AND FOR BREACHES OF SECTION 14, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS), WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/IdeanomicsInc_20160330_10-K_EX-10.26_9512211_EX-10.26_Content License Agreement.txt"}]
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [91498, 92356], "answer": "EXCEPT (I) IN THE EVENT OF THE FRAUD OF A PARTY OR OF A PARTY'S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 7 (INTELLECTUAL PROPERTY) OR ARTICLE 10 (CONFIDENTIALITY), OR (II) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 9, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, [***].", "file_path": "cuad/SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement.txt"}]
Question: Consider the Reseller Agreement between Diversinet Corp. and 2205925 Ontario Limited; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [56425, 56511], "answer": "After the first year and upon 180 days written notice, Reseller may terminate the AMC.", "file_path": "cuad/DIVERSINETCORP_03_01_2012-EX-4-RESELLER AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between MOSSIMO, INC. and DAVID DUVAL ENTERPRISES, INC. for Marketing Rights; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [2418, 2733], "answer": "In consideration of the remuneration to be paid to Licensor pursuant hereto, Licensor grants to Company the right and license during the Contract Period to use the Duval Identification solely in connection with the advertisement and promotion of Company's Products within the Contract Territory as set forth herein.", "file_path": "cuad/MOSSIMOINC_04_14_2000-EX-10.14-ENDORSEMENT AGREEMENT.txt"}, {"span": [2898, 3062], "answer": "It is understood that Company may not use the Duval Identification in connection with any items for sale or resale, other than Company Products as specified herein.", "file_path": "cuad/MOSSIMOINC_04_14_2000-EX-10.14-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Northern Telecom Limited and Entrust Technologies Inc.; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [10273, 10929], "answer": "ETI, on behalf of Entrust, grants to NTL and its              ------------                                                   Affiliates (as defined in the Enterprise License) a non-exclusive, fully paid- up, worldwide, perpetual license to use an unlimited number of copies of the Entrust Products subject to the terms and conditions of an agreement to be concluded between NTL and ETI promptly after the Effective Date in substantially the form of the license set forth in Exhibit B (the \"Enterprise License\") save                                                      ------------------        as amended to comply with the provisions of this Article III.", "file_path": "cuad/ENTRUSTINC_07_24_1998-EX-10.5-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [27829, 28217], "answer": "Any rights or license granted under this Article VI to a     -----------------                                                               corporation or other legal entity which becomes a Subsidiary of a Party at a     date later than the Effective Date shall become effective as of the date     upon which such corporation or other legal entity becomes a Subsidiary of     such Party.", "file_path": "cuad/ENTRUSTINC_07_24_1998-EX-10.5-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Supply Agreement between MediWound Ltd. and Challenge Bioproducts Corporation Ltd. for Bromelain SP; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [35383, 35779], "answer": "EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATION HEREUNDER, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE, DATA OR LOST PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THIS AGREEMENT, IN TORT OR OTHERWISE.", "file_path": "cuad/MEDIWOUNDLTD_01_15_2014-EX-10.6-SUPPLY AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between Coral Gold Resources Ltd. and Intermark Capital Corp. for Management and Financial Services; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [3787, 4017], "answer": "The term of this Agreement is for a period of five (5) years (the \"Term\") commencing on the Effective Date and, unless terminated earlier in accordance with the termination provisions of this Agreement, ending on January 31, 2025.", "file_path": "cuad/CORALGOLDRESOURCES,LTD_05_28_2020-EX-4.1-CONSULTING AGREEMENT.txt"}]
Question: Consider the Blockchain Administration and Development Agreement between ARCA U.S. Treasury Fund and ARCA Capital Management, LLC; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [13758, 13922], "answer": "This Agreement will automatically terminate in the event of its \"assignment\" (as such term is defined for purposes of Section 15(a) (4) of the Investment Fund Act).", "file_path": "cuad/ArcaUsTreasuryFund_20200207_N-2_EX-99.K5_11971930_EX-99.K5_Development Agreement.txt"}]
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [91498, 92356], "answer": "EXCEPT (I) IN THE EVENT OF THE FRAUD OF A PARTY OR OF A PARTY'S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 7 (INTELLECTUAL PROPERTY) OR ARTICLE 10 (CONFIDENTIALITY), OR (II) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 9, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, [***].", "file_path": "cuad/SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement.txt"}]
Question: Consider the Content License Agreement between Beijing Sun Seven Stars Culture Development Limited and You On Demand Holdings, Inc.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [12743, 12966], "answer": "Until one (1) year after the expiration of the Profit Participation of each Project, the books and records will be available for inspection by a certified accounting firm or CPA once per year upon reasonable advance notice.", "file_path": "cuad/IdeanomicsInc_20160330_10-K_EX-10.26_9512211_EX-10.26_Content License Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between Northern Telecom Limited and Entrust Technologies Inc.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [16921, 17289], "answer": "Subject to the terms and               --------------------------------                           conditions of this Agreement, NTL, to the extent of its legal right to do so, hereby grants to Entrust under the Nortel Patents, a non-transferable, non- assignable, indivisible, non-exclusive, royalty-free, worldwide license for Licensed Products and Licensed Services.", "file_path": "cuad/ENTRUSTINC_07_24_1998-EX-10.5-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [17342, 17732], "answer": "Subject to the terms and               -----------------------------------                           conditions of this Agreement, Entrust, to the extent of its legal right to do so, hereby grants to Nortel, under the Entrust Patents, an irrevocable, non- transferable, non-assignable, indivisible, non-exclusive, royalty-free, worldwide license for Licensed Products and Licensed Services.", "file_path": "cuad/ENTRUSTINC_07_24_1998-EX-10.5-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [21504, 21740], "answer": "The licenses granted hereunder do not              ---------------------------                                        include for the Grantee the right to grant sublicenses to any third party except as expressly provide in Section 6.03.", "file_path": "cuad/ENTRUSTINC_07_24_1998-EX-10.5-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Reseller Agreement between Diversinet Corp. and 2205925 Ontario Limited; Is there a clause preventing the solicitation of employees in this contract?
Relevant contract clauses:
[{"span": [38968, 39157], "answer": "During the Term, the Reseller agrees that it shall not induce any person employed by Diversinet to leave Diversinet's employ to become an  employee of Reseller or its agents or contractors.", "file_path": "cuad/DIVERSINETCORP_03_01_2012-EX-4-RESELLER AGREEMENT.txt"}]
Question: Consider the Supply Agreement between MediWound Ltd. and Challenge Bioproducts Corporation Ltd. for Bromelain SP; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [35383, 35779], "answer": "EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATION HEREUNDER, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE, DATA OR LOST PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THIS AGREEMENT, IN TORT OR OTHERWISE.", "file_path": "cuad/MEDIWOUNDLTD_01_15_2014-EX-10.6-SUPPLY AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between MOSSIMO, INC. and DAVID DUVAL ENTERPRISES, INC. for Marketing Rights; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [16599, 16916], "answer": "In the event that, prior to commencement of the Contract Period, Company has filed one or more applications for registration of any such trademark, or otherwise has obtained any rights to such trademark, Company agrees to cause such applications and/or trademarks to be assigned and transferred to Licensor forthwith.", "file_path": "cuad/MOSSIMOINC_04_14_2000-EX-10.14-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between Immunotolerance, Inc. and Alan Crane; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [11716, 12691], "answer": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "file_path": "cuad/PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT.txt"}]
Question: Consider the Blockchain Administration and Development Agreement between ARCA U.S. Treasury Fund and ARCA Capital Management, LLC; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [14408, 14708], "answer": "This Agreement shall be construed in accordance with the laws of the State of New York applicable to contracts formed and to be performed entirely within the State of New York, without regard to conflict of laws principles, and in accordance with the applicable provisions of the Investment Fund Act.", "file_path": "cuad/ArcaUsTreasuryFund_20200207_N-2_EX-99.K5_11971930_EX-99.K5_Development Agreement.txt"}]
Question: Consider the Promotion Agreement between SIGA Technologies, Inc. and Meridian Medical Technologies, Inc.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [48543, 48806], "answer": "MMT will require its sublicensees to provide to it a report detailing the foregoing expenses and calculations incurred or made by such sublicensee, which report will be made available to SIGA in connection with any audit conducted by SIGA pursuant to Section 6.5.", "file_path": "cuad/SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement.txt"}, {"span": [48874, 50490], "answer": "SIGA may have an independent top four certified public accountant, reasonably acceptable to MMT (\"SIGA's Auditor\"), have access during normal business hours, and upon [***] Business Days' prior written notice, to examine only those records of MMT (and its Affiliates and sublicensees) as may be reasonably necessary to determine, with respect to any Calendar Year ending not more than [***] before SIGA's request, the correctness or completeness of any report or payment made under this Agreement; provided, however, MMT shall not be required to provide, and neither SIGA nor SIGA's Auditor shall be entitled to review, the tax returns or tax records of MMT or those of its Affiliates and sublicensees. The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2. Reports of the results of any such examination (each an \"Audit Report\") will be (a) limited to details of any discrepancies in MMT's records relating to the Product together with an explanation of the discrepancy and the circumstances giving rise to the discrepancy (b) made available to both Parties and (c) subject to ARTICLE 10. An Audit Report shall become final and binding on the Parties thirty (30) days following MMT's receipt thereof, unless MMT delivers written notice of its agreement thereto (in which case such Audit Report shall become final and binding on the date of delivery of such notice of agreement) or written notice of its disagreement thereto (\"Notice of Disagreement\") to SIGA in either case on or prior to such date.", "file_path": "cuad/SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement.txt"}, {"span": [143539, 143936], "answer": "SIGA, or its authorized representatives, shall have the right, at its cost, with reasonable advance notice, during regular business hours, to audit the facility used by the Promoter in order to review the Promoter activities under this Exhibit including, but not limited to, any documents relevant to these activities, for compliance with the safety reporting requirements set out in this Exhibit.", "file_path": "cuad/SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement.txt"}]
Question: Consider the Content License Agreement between Beijing Sun Seven Stars Culture Development Limited and You On Demand Holdings, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [9865, 10082], "answer": "For content listed in Schedule A6 of Schedule A (each a \"Project\"), Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A.", "file_path": "cuad/IdeanomicsInc_20160330_10-K_EX-10.26_9512211_EX-10.26_Content License Agreement.txt"}, {"span": [20743, 21034], "answer": "The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Amended and Securities Purchase Agreement, dated as of December 21, 2015, by and among the Licensee and the Licensor (the \"Share Consideration\").", "file_path": "cuad/IdeanomicsInc_20160330_10-K_EX-10.26_9512211_EX-10.26_Content License Agreement.txt"}]
Question: Consider the Reseller Agreement between Diversinet Corp. and 2205925 Ontario Limited; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [1613, 2052], "answer": "Subject to payment of the Annual Minimum Commitment (\"AMC\"  - defined herein), Diversinet hereby grants to Reseller an exclusive, non- transferable and non-assignable right to market, sell, and sub-license those Diversinet products listed in Schedule 2 (the \"Products\") within the  territory listed in Schedule 3 (the \"Territory\") to Canadian headquartered companies, and governmental and broader public sector entities located  in Canada.", "file_path": "cuad/DIVERSINETCORP_03_01_2012-EX-4-RESELLER AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between MOSSIMO, INC. and DAVID DUVAL ENTERPRISES, INC. for Marketing Rights; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [5460, 5793], "answer": "Licensor agrees that Duval must achieve and maintain Exempt                   Status on the PGA Tour throughout each Contract Year and must                   participate as a player in a minimum of fifteen (15) official                   PGA Tour events each Contract Year (Minimum Annual Performance                   Requirements).", "file_path": "cuad/MOSSIMOINC_04_14_2000-EX-10.14-ENDORSEMENT AGREEMENT.txt"}, {"span": [6041, 6262], "answer": "In the event Duval does not meet                   the Minimum Annual Performance Requirements for a Contract                   Year, $375,000 of the Additional License Fee will be deemed to                   be unearned.", "file_path": "cuad/MOSSIMOINC_04_14_2000-EX-10.14-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Northern Telecom Limited and Entrust Technologies Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [44597, 44954], "answer": "Each Party's rights under this Agreement are                ----------------                                               personal to that Party and that Party shall not assign, sublet or otherwise transfer any right or interest under this Agreement to anyone, without the prior written consent of the other Party, which shall not be unreasonably withheld.", "file_path": "cuad/ENTRUSTINC_07_24_1998-EX-10.5-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Supply Agreement between MediWound Ltd. and Challenge Bioproducts Corporation Ltd. for Bromelain SP; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [14734, 15004], "answer": "For such purpose, and without derogating from other terms herein, CBC shall permit MediWound, and/or a consultant on MediWound's behalf, to access and inspect the CBC facility and advise MediWound and/or CBC on such actions to be taken for accomplishing such compliance.", "file_path": "cuad/MEDIWOUNDLTD_01_15_2014-EX-10.6-SUPPLY AGREEMENT.txt"}]
Question: Consider the Blockchain Administration and Development Agreement between ARCA U.S. Treasury Fund and ARCA Capital Management, LLC; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [13148, 13753], "answer": "This Agreement shall continue in effect for two years from the date hereof, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Fund and (B) the vote of a majority of the Fund's directors who are not parties to this Agreement or \"interested persons\" (as such term is defined in Section 2(a)(19) of the Investment Fund Act) of any such party, in accordance with the requirements of the Investment Fund Act.", "file_path": "cuad/ArcaUsTreasuryFund_20200207_N-2_EX-99.K5_11971930_EX-99.K5_Development Agreement.txt"}]