orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [24422, 24673], "answer": "Following the Term, this Supply Agreement shall automatically renew for successive periods of one (1) year (each a \"Renewal Term\"), unless a Party delivers written notice of non-renewal to the other Party [***] prior to the end of the applicable term.", "file_path": "cuad/FUSIONPHARMACEUTICALSINC_06_05_2020-EX-10.17-Supply Agreement - FUSION.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [200708, 201098], "answer": "Commencing on the later of (i) [ * ] of the First Commercial Sale of the Binimetinib Product in the Ono Territory, or (ii) [ * ] of the First Commercial Sale of the Encorafenib Product in the Ono Territory, Ono shall have the right to terminate this Agreement, for any reasons by giving [ * ] advance written notice to Array which shall be accompanied by the rationale for such termination.", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between IMedicor, Inc. and USA Managed Care Organization; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [9316, 9473], "answer": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "file_path": "cuad/ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement.txt"}]
Question: Consider the Supply Agreement between Miltenyi Biotec GmbH and Bellicum Pharmaceuticals, Inc.; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [145934, 146535], "answer": "Except for liability for (i) breach of the confidentiality obligations described in Article 14, (ii) misappropriation or infringement by a Party of the other Party's Intellectual Property Rights, or (iii) gross negligence or willful misconduct:\n\n(a) IN NO EVENT SHALL A PARTY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING ERRORS OR OMISSIONS OR BREACH OF WARRANTY), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;", "file_path": "cuad/BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement.txt"}, {"span": [146664, 147125], "answer": "IN NO ONE EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES OR LOSSES UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT OF THE PRODUCT PRICES PAID BY BELLICUM FOR THE MILTENYI PRODUCT(S) DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY; AND FURTHER PROVIDED THAT SUCH AGGREGATE LIABILITY DURING SUCH PERIOD ALSO SHALL NOT EXCEED THE AMOUNT OF SUCH PARTY'S INSURANCE COVERAGE FOR SUCH AGGREGATE LIABILITY.", "file_path": "cuad/BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement.txt"}]
Question: Consider the Web Site Hosting Agreement between Centrack International and i-on interactive; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [10363, 10558], "answer": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof.", "file_path": "cuad/CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT.txt"}]
Question: Consider the Channel Partner Reseller Agreement between iPass Inc. and Pareteum Corporation; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [27621, 27758], "answer": "This Agreement shall commence on the Effective Date and shall continue for a period of twelve (12) full calendar months (\"Initial Term\").", "file_path": "cuad/IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement.txt"}]
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [29647, 30092], "answer": "Subject to the provisions of this Agreement, Bioeq hereby grants to Licensee an exclusive (even as to Bioeq), milestone- and royalty-bearing, non-transferable license (including the right to grant sublicenses only to the extent permitted by Section 2.1.2) under the Licensed Technology (including the Licensed Patents) to use, sell, have sold, import, have imported or otherwise Commercialize the Licensed Products in the Field in the Territory.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}, {"span": [68232, 68461], "answer": "For clarity, the exclusive license granted to Licensee pursuant to Section 2.1 shall extend to all Intellectual Property Rights and Know-How Controlled by Bioeq and embodied within, or claiming or covering the Bioeq Improvements.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}, {"span": [132651, 133163], "answer": "Solely in the event that this Agreement is terminated by Bioeq pursuant to Sections 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.8 or 15.2.9 or by Licensee pursuant to Section 15.2.5 , Licensee shall grant, and hereby grants to Bioeq an exclusive, royalty-free, fully paid, sublicenseable, license to use the Licensee-Controlled Trademarks which were actually used by Licensee to Commercialize the Licensed Products in the Territory in connection with Bioeq's Commercialization of the Licensed Products in the Territory.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}]
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [67720, 68298], "answer": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products. Any failure of Endorser to disclose such conflicting interests, or any breach of this Section, shall be deemed a material breach of the Agreement. Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement. Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}]
Question: Consider the Supply Agreement between Centre for Probe Development and Commercialization and FUSION Pharmaceuticals Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [23531, 23712], "answer": "This Supply Agreement shall commence on the Effective Date, and shall continue for a period of [***] unless terminated earlier in accordance with the terms of this Supply Agreement.", "file_path": "cuad/FUSIONPHARMACEUTICALSINC_06_05_2020-EX-10.17-Supply Agreement - FUSION.txt"}]
Question: Consider the Strategic Alliance Agreement between IMedicor, Inc. and USA Managed Care Organization; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [4829, 5106], "answer": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale.", "file_path": "cuad/ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement.txt"}, {"span": [6234, 6385], "answer": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "file_path": "cuad/ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement.txt"}, {"span": [7313, 7478], "answer": "IMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project.", "file_path": "cuad/ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement.txt"}, {"span": [8041, 8194], "answer": "In addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "file_path": "cuad/ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement.txt"}]
Question: Consider the Supply Agreement between Miltenyi Biotec GmbH and Bellicum Pharmaceuticals, Inc.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [129329, 129891], "answer": "Upon commercially reasonable notice (to be provided not less than [...***...] days in advance) and during Miltenyi's normal business hours, but not more often than once every [...***...] months, except for cause, during the Term of this Agreement, Bellicum or Bellicum's Licensees duly authorized agents, representatives or designees may inspect those portions of Miltenyi's Facilities that are used to manufacture, store or conduct testing of Miltenyi Products to determine compliance with Agreed Standards, Applicable Laws and the applicable Quality Agreement.", "file_path": "cuad/BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement.txt"}, {"span": [130185, 130304], "answer": "All audits shall be conducted in a manner that is intended to minimize disruption to the operations at such Facilities.", "file_path": "cuad/BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement.txt"}, {"span": [132144, 132638], "answer": "If Bellicum or or Bellicum's Licensees conduct a Facility audit or inspection more than [...***...] in a [...***...] month period, and such additional audits are not \"for cause\" audits, then Bellicum and its Licensees (as applicable) shall reimburse Miltenyi for all reasonable out-of-pocket expenses reasonably incurred by Miltenyi as a direct result of Facility audits and/or inspections pursuant to Sections 9.1and 9.3 solely to the extent that they relate to the review of a Bellicum Produc", "file_path": "cuad/BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement.txt"}]
Question: Consider the Consulting Agreement between Aduro Biotech, Inc. and IREYA B.V.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [5984, 6465], "answer": "Aduro shall be the sole and exclusive owner of, and Consultant hereby assigns to Aduro, any and all writings, documents, work product, inventions, developments, improvements, discoveries, know-how, processes, chemical entities, compounds, plans, memoranda, tests, research, designs, specifications, models and data that Consultant makes, conceives, discovers or develops, either solely or jointly with any other person in performance of the Services (collectively, \"Work Product\").", "file_path": "cuad/ADUROBIOTECH,INC_06_02_2020-EX-10.7-CONSULTING AGREEMENT(1).txt"}, {"span": [6619, 7177], "answer": "To the extent, if any, that Consultant has rights in or to any Work Product or any data or inventions developed in connection with work under this Agreement (\"Aduro IP\"), Consultant hereby irrevocably assigns and transfers to Aduro, and to the extent that an executory assignment is not enforceable, Consultant hereby agrees to assign and transfer to Aduro, in writing, from time to time, upon request, any and all right, title, or interest that Consultant has or may obtain in any Work Product and/or Aduro IP without the necessity of further consideration.", "file_path": "cuad/ADUROBIOTECH,INC_06_02_2020-EX-10.7-CONSULTING AGREEMENT(1).txt"}, {"span": [7313, 7448], "answer": "At Aduro's request and expense, Consultant shall assist Aduro in acquiring and maintaining its right in and title to, any Work Product.", "file_path": "cuad/ADUROBIOTECH,INC_06_02_2020-EX-10.7-CONSULTING AGREEMENT(1).txt"}]
Question: Consider the Strategic Alliance Agreement between IMedicor, Inc. and USA Managed Care Organization; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [24372, 24546], "answer": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "file_path": "cuad/ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement.txt"}]
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [34221, 34523], "answer": "During the term of this Agreement, neither Party shall, and shall not permit its Affiliates to, nor grant any rights to any Third Party to, directly or indirectly, Commercialize, or Develop any New Product for Commercialization in the Territory, except as permitted in accordance with this Section 3.4.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}, {"span": [118097, 118414], "answer": "Bioeq may terminate this Agreement immediately upon written notice to Licensee, if Licensee conducts any clinical development of, markets, sells or distributes any Competitive Product in the Territory, whether directly or indirectly through the intermediary of a Third Party or its Affiliates (Restricted Activities);", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}, {"span": [125976, 126258], "answer": "Upon the consummation of such definitive agreement, if Licensee has not then divested all such Competitive Products such that a Competitor Change of Control has occurred, Bioeq may, upon sending written notice to Licensee within sixty (60) days thereafter, terminate this Agreement.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [258187, 258477], "answer": "This Agreement and all questions regarding its validity or interpretation, or the breach or performance of this Agreement, shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, United States, without reference to conflict of law principles.", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}]
Question: Consider the License and Reseller Agreement between Ehave, Inc. and Companion Healthcare Technologies Corp.; Are there any third-party beneficiaries designated in this contract?
Relevant contract clauses:
[{"span": [31739, 31853], "answer": "Ehave shall be a third party beneficiary hereunder, but shall not have any obligations to the End User thereunder.", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}]
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [67052, 67713], "answer": "Notwithstanding the foregoing, the following will not be a breach of this Agreement: (i) Endorser's performance of services or appearing in the news or informational portion of any radio, TV or film or entertainment program regardless of products or services therein or sponsorship thereof; (ii) Endorser's participation in movies or TV programs as well as merchandising, commercial tie-ins and/or product placements utilizing Endorser, or (iii) Endorser's performance of services, appearance or use of his name, likeness in connection with charitable events, sports events, organizations, regardless of usage of products or services and/or sponsorship thereof.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}, {"span": [68305, 68819], "answer": "Notwithstanding the foregoing or anything else contained herein, this Agreement shall not prevent or shall in any manner restrict Endorser from advertising, marketing and or endorsing products (or other companies which manufacture such products) which incidentally contain dietary supplements (including without limitation protein, vitamins, minerals, amino acids, herbs, legal performance enhancing substances) provided the primary purpose of such product or company is not to sell or market a dietary supplement.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}]
Question: Consider the Supply Agreement between Cutanea Life Sciences, Inc. and Ferrer Internacional, S.A.; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [45866, 46914], "answer": "Each of Supplier and CUTANEA shall maintain and keep in force at its sole cost and expense throughout the Term of this Agreement and for three years following the effective date of expiration or termination hereof (if such policies are on a claims made basis), Commercial General Liability Insurance from carriers having an A. M. Best rating of A, including Product Recall, Bodily Injury and Property Damage Insurance, with a combined single limit of not less than $[***] per occurrence and $[***] in the aggregate annually (this limit can be secured via a combination of primary and excess/umbrella policies). In addition, each of the Parties shall maintain and keep in force at its sole cost and expense throughout the Term of this Agreement and for three years following the effective date of expiration or termination hereof (if such policies are on a claims made basis), Product Liability Insurance from carriers having an A.M. Best rating of A with a combined single limit of not less than $[***] per occurrence and in the aggregate annually.", "file_path": "cuad/BIOFRONTERAAG_04_29_2019-EX-4.17-SUPPLY AGREEMENT.txt"}, {"span": [46922, 47474], "answer": "Each party agrees to provide the other party with a Certificate of Insurance evidencing such coverage, naming the other party as an additional insured. Each party agrees to give the other party written notice, promptly, of any material change in or cancellation of coverages or limits. In addition, if and for so long as Supplier utilizes any subcontractor(s) or agents to provide services hereunder, Supplier will use its commercially reasonable efforts to cause each such subcontractor to hold, at least, the minimum insurance coverages listed above.", "file_path": "cuad/BIOFRONTERAAG_04_29_2019-EX-4.17-SUPPLY AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between Aduro Biotech, Inc. and IREYA B.V.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [11550, 11603], "answer": "This Agreement shall not be assignable by Consultant.", "file_path": "cuad/ADUROBIOTECH,INC_06_02_2020-EX-10.7-CONSULTING AGREEMENT(1).txt"}]
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [135845, 136002], "answer": "This Agreement shall be governed by and construed in accordance with the laws of [***], without regard to the conflicts of law principles thereof, and [***].", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}]
Question: Consider the License and Reseller Agreement between Ehave, Inc. and Companion Healthcare Technologies Corp.; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [71688, 72328], "answer": "Both Parties shall, at all times during the currency of this Agreement and for a period of one (1) year after the termination or expiration of this Agreement, maintain the following policies of insurance in effect: (i) a comprehensive general liability insurance policy, with minimum coverage of $1,000,000 per occurrence and in the annual aggregate for product liability and completed operations, covering bodily and personal injury, including death, and property damage, including loss of use; and (ii) an information and network technology blended liability insurance policy with an insured limit of at least $1,000,000 in the aggregate.", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}, {"span": [72356, 72949], "answer": "Upon the execution of this Agreement or at any time at a Party's request during the term of this Agreement, the other Party shall provide the requesting Party with evidence of the aforementioned insurance coverage in the form of a certificate of insurance acceptable to the requesting Party. In the event of any material change or cancellation of the required insurance policies, the applicable Party will provide the other Party with thirty (30) calendar days' prior written notice and will promptly replace such insurance policy in accordance with this Section 15, without lapse in coverage.", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}]
Question: Consider the Supply Agreement between Cutanea Life Sciences, Inc. and Ferrer Internacional, S.A.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [28403, 28880], "answer": "EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY OUT OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.", "file_path": "cuad/BIOFRONTERAAG_04_29_2019-EX-4.17-SUPPLY AGREEMENT.txt"}, {"span": [33825, 34128], "answer": "Neither party shall be liable to the other party for any direct, indirect, consequential, incidental, special, punitive or exemplary damages arising out of or relating to the suspension or termination of any of its obligations or duties under this Agreement by reason of the occurrence of Force Majeure.", "file_path": "cuad/BIOFRONTERAAG_04_29_2019-EX-4.17-SUPPLY AGREEMENT.txt"}]
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [72138, 72371], "answer": "This Agreement has been executed and delivered in Los Angeles County in the State of California, and its interpretation, validity and performance shall be construed and enforced in accordance with the laws of the State of California.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between IMedicor, Inc. and USA Managed Care Organization; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [10039, 10202], "answer": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "file_path": "cuad/ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Array BioPharma Inc. and Ono Pharmaceutical Co., Ltd.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [199613, 199993], "answer": "This Agreement shall commence on the Effective Date and, unless terminated earlier pursuant to this Article 13, shall continue in full force and effect, on a Product-by-Product and country-by-country basis until the Secondary Royalty Term with respect to such Product expires, at which time this Agreement shall expire in its entirety with respect to such Product in such country.", "file_path": "cuad/Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT.txt"}]
Question: Consider the Consulting Agreement between Aduro Biotech, Inc. and IREYA B.V.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [1752, 1843], "answer": "Either party may terminate this Agreement at any time on prior written notice to the other.", "file_path": "cuad/ADUROBIOTECH,INC_06_02_2020-EX-10.7-CONSULTING AGREEMENT(1).txt"}]
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [114807, 115207], "answer": "Except as otherwise specified in this Agreement, the Parties' respective rights and obligations under this Agreement shall commence on the Effective Date and shall remain in full force for ten (10) years after the First Commercial Sale of the first Licensed Product, and shall thereafter automatically renew for an unlimited period of time unless otherwise terminated in accordance with Section 15.2.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}]
Question: Consider the License and Reseller Agreement between Ehave, Inc. and Companion Healthcare Technologies Corp.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [76630, 76976], "answer": "Subject to Section 17(c), in no event shall either Party be liable to the other for any consequential, incidental, exemplary or punitive damages even if advised in advance of the possibility of such damages. Further, subject to Section 17(c), neither Party shall not be liable to the other Party for any lost revenue, lost profit or lost savings.", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}, {"span": [77010, 77285], "answer": "Subject to Section 17(c), in no event shall either Party's liability under this Agreement exceed the aggregate of all amounts paid under this Agreement and amounts that have accrued but not yet been paid in the twelve (12) months preceding the event giving rise to the claim.", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}]
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [3226, 4397], "answer": "In the event that MusclePharm shall achieve Net Sales (as defined below) of $20 million (the \"First Renewal Threshold\") in the aggregate during the Third Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"First Additional Term\") on the same terms and conditions for the Initial Term except that: (i) no additional Stock Compensation (as defined below) shall be issued in connection with the renewal Term, (ii) the Cash Compensation for the First Additional Term shall be as set forth in Section 7 and Exhibit \"C\" Section (2) attached hereto, (iii) Endorser shall only be obligated to make two (2) Appearances in each Contract Year during the First Additional Term pursuant to Section 4(a)(ii) below and (iv) the marketing budget to promote the Licensed Products shall be $5.0 million during each Contract Year of the First Additional Term (subject to Section 12(b) of this Agreement). If this Agreement is renewed for the First Additional Term, then the First Additional Term shall commence on July 23, 2016, and the Agreement shall expire and terminate automatically without further notice on July 22, 2019.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}, {"span": [4404, 5540], "answer": "In the event that MusclePharm shall achieve Net Sales of $50 million (the \"Second Renewal Threshold\") in the aggregate during the sixth Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"Second Additional Term\") on the same terms and conditions for the initial Term except that: (i) no additional Stock Compensation (as defined below) shall be issued in connection with the renewal Term, (ii) the Cash Compensation for the renewal Term shall be as set forth in Section 7 and Exhibit \"C\" Section (3) attached hereto, (iii) Endorser shall only be obligated to make two (2) Appearances in each Contract Year during the Second Additional Term pursuant to Section 4(a)(ii) below and (iv) the marketing budget to promote the Licensed Products shall be $5.0 in each Contract Year of the Second Additional Term (subject to Section 12(b) of this Agreement). If this Agreement is renewed for the Second Additional Term, then the Second Additional Term shall commence on July 23, 2019 and the Agreement shall expire and terminate automatically without further notice on July 22, 2022.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}]
Question: Consider the Supply Agreement between Cutanea Life Sciences, Inc. and Ferrer Internacional, S.A.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [25683, 25990], "answer": "Supplier shall use its commercially reasonable efforts to permit CUTANEA to have access to Supplier's (and its agents' and subcontractors') facilities upon reasonable notice, during normal business hours for any reasonable purpose, including compliance with current Good Manufacturing Practices and the Act.", "file_path": "cuad/BIOFRONTERAAG_04_29_2019-EX-4.17-SUPPLY AGREEMENT.txt"}, {"span": [26410, 27096], "answer": "Without limiting the generality of the foregoing, but subject to the Quality Agreement, Supplier shall use its commercially reasonable efforts to permit CUTANEA to conduct, once annually during the Term, one quality assurance and Manufacturing costs audit for any reasonable purpose, including access to those portions of Supplier's (and its agent's and subcontractor's) facilities where services are conducted under this Agreement, upon reasonable advance notice and at reasonable times during regular business hours (an \"Annual Audit\"). Supplier shall not charge CUTANEA for time and expenses incurred by Supplier (or its agents and subcontractors) in connection with an Annual Audit.", "file_path": "cuad/BIOFRONTERAAG_04_29_2019-EX-4.17-SUPPLY AGREEMENT.txt"}, {"span": [52544, 53328], "answer": "Both parties must also (1) make and keep books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the company, (2) devise and maintain a system of internal accounting controls, and (3) at any time a party so requests in writing, but no more than once a year, grant to the other party commercially reasonable access to said books, records, systems and accounts to verify compliance. Such inspection shall be undertaken by an independent public accountant or accounting firm appointed by the requesting party and about whom the other party does not express a legitimate concern. For the avoidance of doubt, this restricted annual audit shall not apply to for-cause audits, which may be conducted at any time.", "file_path": "cuad/BIOFRONTERAAG_04_29_2019-EX-4.17-SUPPLY AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between Famous Fixins, Inc. and Pey Dirt, Inc. for Peyton Manning's Likeness; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [23143, 23659], "answer": "Company agrees to provide and maintain, at its own expense, general liability insurance and product liability insurance with limits no less than $3,000,000 and within thirty (30) days from the date hereof, Company will submit to Pey Dirt a fully paid policy or certificate of insurance naming Pey Dirt, Pey Dirt's agent and Manning as additional insured parties, requiring that the insurer shall not terminate or materially modify such without written notice to Pey Dirt at least twenty (20) days in advance thereof.", "file_path": "cuad/WARNINGMANAGEMENTSERVICESINC_12_10_1999-EX-10-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Miltenyi Biotec GmbH and Bellicum Pharmaceuticals, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [24682, 24923], "answer": "Except as expressly provided in this Agreement, Bellicum specifically agrees not to, and agrees not to cause any Third Party to, sell, market, export, transfer, or re-export Miltenyi Products without Miltenyi's express prior written consent.", "file_path": "cuad/BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement.txt"}, {"span": [173020, 173964], "answer": "This Agreement shall not be assignable, pledged or otherwise transferred, nor may any right or obligations hereunder be assigned, pledged or transferred, by either Party to any Third Party without the prior written consent of the other Party, which consent, in the event of a financing transaction by the Party asking for consent, shall not be unreasonably withheld, conditioned or delayed by the other Party; except either Party may assign or otherwise transfer this Agreement without the consent of the other Party to an entity that acquires all or substantially all of the business or assets of the assigning Party relating to the subject matter of this Agreement, whether by merger, acquisition or otherwise; provided that intellectual property rights that are owned or held by the acquiring entity or person to such transaction (if other than one of the Parties to this Agreement) shall not be included in the technology licensed hereunder", "file_path": "cuad/BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement.txt"}, {"span": [175270, 175362], "answer": "Any assignment of this Agreement in contravention of this Article 17 shall be null and void.", "file_path": "cuad/BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between IMedicor, Inc. and USA Managed Care Organization; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [23349, 23421], "answer": "This Agreement shall be governed by the internal laws State of New York.", "file_path": "cuad/ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement.txt"}]
Question: Consider the License and Development Agreement between Bioeq IP AG and Coherus BioSciences, Inc. for Ranibizumab Biosimilar; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [114807, 115207], "answer": "Except as otherwise specified in this Agreement, the Parties' respective rights and obligations under this Agreement shall commence on the Effective Date and shall remain in full force for ten (10) years after the First Commercial Sale of the first Licensed Product, and shall thereafter automatically renew for an unlimited period of time unless otherwise terminated in accordance with Section 15.2.", "file_path": "cuad/CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement.txt"}]
Question: Consider the Consulting Agreement between Aduro Biotech, Inc. and IREYA B.V.; Is there a clause preventing the solicitation of employees in this contract?
Relevant contract clauses:
[{"span": [7678, 8042], "answer": "From the Effective Date and for twelve (12) months after the termination of this Agreement (the \"Restricted Period\"), Consultant shall not, without Aduro's prior written consent, directly or indirectly, solicit or encourage any employee or contractor of Aduro or its affiliates to terminate employment with, or cease providing Services to, Aduro or its affiliates.", "file_path": "cuad/ADUROBIOTECH,INC_06_02_2020-EX-10.7-CONSULTING AGREEMENT(1).txt"}]
Question: Consider the License and Reseller Agreement between Ehave, Inc. and Companion Healthcare Technologies Corp.; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [76630, 76976], "answer": "Subject to Section 17(c), in no event shall either Party be liable to the other for any consequential, incidental, exemplary or punitive damages even if advised in advance of the possibility of such damages. Further, subject to Section 17(c), neither Party shall not be liable to the other Party for any lost revenue, lost profit or lost savings.", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}, {"span": [77010, 77285], "answer": "Subject to Section 17(c), in no event shall either Party's liability under this Agreement exceed the aggregate of all amounts paid under this Agreement and amounts that have accrued but not yet been paid in the twelve (12) months preceding the event giving rise to the claim.", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}, {"span": [77364, 77873], "answer": "Notwithstanding Sections 17(a) and 17(b), neither Party excludes or limits any liability for: (i) personal injury or death to the extent that such injury or death results from the negligence or wilful misconduct of a Party or its employees or subcontractors; (ii) fraud, fraudulent misrepresentation or fraudulent concealment; (iii) the Party's obligations set out in Sections 2(c), 5(b), 5(c), 6(b), 11, 13 or 16; (iv) CHT's payment obligations under Section 7; or (v) willful misconduct or gross negligence.", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}]
Question: Consider the Co-Branding and Endorsement Licensing Agreement between MusclePharm Corporation, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [2710, 2924], "answer": "This Agreement shall have an Initial Term of three (3) years. The Term shall commence on July 23, 2013 and shall expire on July 22, 2016, unless otherwise terminated earlier pursuant to Section 9 of this Agreement.", "file_path": "cuad/MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement.txt"}]
Question: Consider the Supply Agreement between Cutanea Life Sciences, Inc. and Ferrer Internacional, S.A.; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [45866, 46476], "answer": "Each of Supplier and CUTANEA shall maintain and keep in force at its sole cost and expense throughout the Term of this Agreement and for three years following the effective date of expiration or termination hereof (if such policies are on a claims made basis), Commercial General Liability Insurance from carriers having an A. M. Best rating of A, including Product Recall, Bodily Injury and Property Damage Insurance, with a combined single limit of not less than $[***] per occurrence and $[***] in the aggregate annually (this limit can be secured via a combination of primary and excess/umbrella policies).", "file_path": "cuad/BIOFRONTERAAG_04_29_2019-EX-4.17-SUPPLY AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between Famous Fixins, Inc. and Pey Dirt, Inc. for Peyton Manning's Likeness; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [28651, 28960], "answer": "In no event (including, but not limited to, Manning's or Pey Dirt's default hereunder) shall Manning or Pey Dirt be liable to Company (or any entity claiming through Company) for any amount in excess of the amounts of royalties actually received by Pey Dirt hereunder, excluding the reimbursement of expenses.", "file_path": "cuad/WARNINGMANAGEMENTSERVICESINC_12_10_1999-EX-10-ENDORSEMENT AGREEMENT.txt"}, {"span": [28962, 29224], "answer": "Under no circumstances will Manning or Pey Dirt, on the one hand, or Company, on the other hand, be liable to the other 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/WARNINGMANAGEMENTSERVICESINC_12_10_1999-EX-10-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Miltenyi Biotec GmbH and Bellicum Pharmaceuticals, Inc.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [165781, 166099], "answer": "Bellicum may terminate this Agreement or a particular Module upon ninety (90) days written notice to Miltenyi: 1) if Bellicum, in its sole and absolute discretion, discontinues or indefinitely suspends the development and/or commercialization of the Bellicum Product(s) or 2) without cause for any reason or no reason.", "file_path": "cuad/BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between IMedicor, Inc. and USA Managed Care Organization; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [8929, 9314], "answer": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.", "file_path": "cuad/ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement.txt"}]
Question: Consider the Consulting Agreement between Aduro Biotech, Inc. and IREYA B.V.; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [8854, 9244], "answer": "During the term of this Agreement, Consultant will not, directly or indirectly (whether for compensation or without compensation) engage in or provide consulting services, or enter into any agreement either written or oral, that would present a material conflict with any of the provisions of this Agreement, or would preclude Consultant from complying with the terms and conditions hereof.", "file_path": "cuad/ADUROBIOTECH,INC_06_02_2020-EX-10.7-CONSULTING AGREEMENT(1).txt"}]
Question: Consider the Application Development Agreement between InfinixSoft Global LLC and Clickstream Corporation; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [20101, 20565], "answer": "The Developer recognizes the Client's right, title, and interest in and to all service marks, trademarks, trade names , Copyrights and Patents used by the Client and agrees not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the Client's right, title, and interest therein, nor shall the Developer cause diminishment of value of said trademarks or trade names through any act or representation", "file_path": "cuad/ClickstreamCorp_20200330_1-A_EX1A-6 MAT CTRCT_12089935_EX1A-6 MAT CTRCT_Development Agreement.txt"}]
Question: Consider the License and Reseller Agreement between Ehave, Inc. and Companion Healthcare Technologies Corp.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [30064, 30112], "answer": "CHT shall, in good faith and at its own expense:", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}, {"span": [31208, 31415], "answer": "maintain books, records and accounts of all transactions and activities covered by this Agreement and permit reasonable examination thereof by Ehave and its representatives in accordance with this Agreement.", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}, {"span": [43775, 44338], "answer": "CHT will provide Ehave and its representatives, auditors and inspectors (\"Auditors\") upon ten (10) Business Days prior written notice with reasonable access, during business hours, to all facilities, systems and assets used by CHT, to CHT personnel and subcontractors and to all relevant CHT books and records, in each case, to the extent relevant to this Agreement, in order to conduct appropriate audits, examinations and inspections (\"Audits\") to: (i) verify compliance with the requirements set out in this Agreement; and (ii) verify the Royalty calculations.", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}, {"span": [44371, 44832], "answer": "CHT shall provide to Ehave and its Auditors any assistance they may reasonably require to conduct such Audits. Audits may be conducted once a calendar year, provided that the foregoing limit shall not apply where an audit discovered an overcharge of 5% or more, in which case, Ehave may conduct another audit sooner. No period shall be audited more than once. Costs incurred by Ehave in connection with any audit or inspection conducted shall be borne by Ehave.", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}, {"span": [45248, 45403], "answer": "All information obtained by Ehave and its Auditors during any such Audit shall be kept confidential and shall be considered CHT's Confidential Information.", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}, {"span": [45405, 45599], "answer": "have shall impose confidentiality obligations on its Auditors that are substantially similar to those under Section 13 and shall be responsible for any breach of confidentiality by its Auditors.", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}, {"span": [46013, 46294], "answer": "On an annual basis, Ehave shall conduct and provide CHT the results of an audit conducted in accordance with the Statement on Standards for Attestation Engagements (SSAE) No. 18, Service Organization Control (SOC) 2 Report type audit or similar audits in respect of its operations.", "file_path": "cuad/EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement.txt"}]
Question: Consider the Product Development and Co-Branding Agreement between Integrity Incorporated and Time Life, Inc. for 'Songs 4 Worship' Series; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [16951, 17214], "answer": "TL recognizes Integrity's title                   to the Integrity Trademarks and will not at any time do or                   suffer to be done any act or thing which will in any way                   impair Integrity's rights in and to the Integrity Trademarks.", "file_path": "cuad/IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement.txt"}, {"span": [18629, 18871], "answer": "Integrity recognizes TL's title to the                   TL Trademarks and will not at any time do or suffer to be done                   any act or thing which will in any way impair TL's rights in                   and to the TL Trademarks.", "file_path": "cuad/IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement.txt"}]