orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [51813, 52174], "answer": "Network Affiliate shall not engage in any conduct which  may place NCM or any NCM Mark in a negative light or context, and shall not represent that it owns or has any interest in any NCM Mark other  than as expressly granted herein, nor shall it contest or assist others in contesting the title or any rights of NCM (or any other owner) in and to any  NCM Mark.", "file_path": "cuad/DigitalCinemaDestinationsCorp_20111220_S-1_EX-10.10_7346719_EX-10.10_Affiliate Agreement.txt"}, {"span": [57040, 57457], "answer": "NCM shall not engage in any conduct  which may place Network Affiliate or any Network Affiliate Mark in a negative light or context, and shall not represent that it owns or has any  interest in any Network Affiliate Mark other than as expressly granted herein, nor shall it contest or assist others in contesting the title or any  rights of Network Affiliate (or any other owner) in and to any Network Affiliate Mark.", "file_path": "cuad/DigitalCinemaDestinationsCorp_20111220_S-1_EX-10.10_7346719_EX-10.10_Affiliate Agreement.txt"}, {"span": [71656, 72157], "answer": "Neither party will at any time, except to the extent necessary to assert or defend its rights under this Agreement: (i) challenge  or otherwise do anything inconsistent with the other party's right, title or interest in its property, (ii) do or cause to be done or omit to do anything,  the doing, causing or omitting of which would contest or in any way impair or tend to impair the rights of the other party in its property, or (iii)  assist or cause any person or entity to do any of the foregoing.", "file_path": "cuad/DigitalCinemaDestinationsCorp_20111220_S-1_EX-10.10_7346719_EX-10.10_Affiliate Agreement.txt"}]
Question: Consider the Joint Venture Agreement between BorrowMoney.com, inc and JVLS, LLC dba Vaccines 2Go for IT Development and Medical Services; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [852, 977], "answer": "By this Agreement the Members enter into a joint venture (the \"Venture\") in accordance with the laws of the State of Florida.", "file_path": "cuad/BORROWMONEYCOM,INC_06_11_2020-EX-10.1-JOINT VENTURE AGREEMENT.txt"}]
Question: Consider the Wholesale Marketing Agreement between ALPS Distributors, Inc. and S2K Financial LLC; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [27695, 27823], "answer": "This Agreement and the application and interpretation hereof shall be governed exclusively by the laws of the State of Colorado.", "file_path": "cuad/CcRealEstateIncomeFundadv_20181205_POS 8C_EX-99.(H)(3)_11447739_EX-99.(H)(3)_Marketing Agreement.txt"}]
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [99380, 100212], "answer": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:\n\n     A.   M&I ceases to do business or refuses to provide the Services to Customer; or\n\n     B.   A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing.", "file_path": "cuad/TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Domain Name and Content License Agreement between Beijing SINA Internet Information Service Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd.; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [23728, 24015], "answer": "Upon termination (but not expiration) of this Agreement for any reason, Licensee shall be entitled to use the Licensed Domain Names and Licensed Content for a limited period of time, not to exceed ninety (90) days, during which it shall diligently work to transition to another solution.", "file_path": "cuad/LejuHoldingsLtd_20140121_DRS (on F-1)_EX-10.26_8473102_EX-10.26_Content License Agreement1.txt"}]
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [85160, 85820], "answer": "Network Affiliate shall maintain with financially sound and reputable insurance companies insurance on the  Theatres and the Equipment in such amounts and against such perils as Network Affiliate deems adequate for its business. NCM shall maintain  with financially sound and reputable insurance companies insurance for its business and Equipment in such amounts and against such perils as  NCM deems adequate for its business, including the installation services set forth in Section 2.2 herein. Each Party will name the other Party  (including its agents, officers, directors, employees and affiliates) as an additional insured on such policies of insurance.", "file_path": "cuad/DigitalCinemaDestinationsCorp_20111220_S-1_EX-10.10_7346719_EX-10.10_Affiliate Agreement.txt"}]
Question: Consider the Wholesale Marketing Agreement between ALPS Distributors, Inc. and S2K Financial LLC; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [8131, 8441], "answer": "The term of this Agreement shall commence on the Effective Date and shall end on the 60th day following a written notice from one party to the other of its decision to terminate this Agreement at the end of such 60-day period or upon termination of the applicable Distribution Agreement with respect to a Fund.", "file_path": "cuad/CcRealEstateIncomeFundadv_20181205_POS 8C_EX-99.(H)(3)_11447739_EX-99.(H)(3)_Marketing Agreement.txt"}]
Question: Consider the Joint Venture Agreement between BorrowMoney.com, inc and JVLS, LLC dba Vaccines 2Go for IT Development and Medical Services; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [1379, 1554], "answer": "The duration of this Venture (the \"Term\") will begin on March 1, 2020 and continue in full force and effect until February 28, 2025 or as otherwise provided in this Agreement.", "file_path": "cuad/BORROWMONEYCOM,INC_06_11_2020-EX-10.1-JOINT VENTURE AGREEMENT.txt"}]
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [99380, 100212], "answer": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events:\n\n     A.   M&I ceases to do business or refuses to provide the Services to Customer; or\n\n     B.   A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing.", "file_path": "cuad/TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [77564, 77747], "answer": "The obligations under this Section 10.3 state the  entire liability of NCM and are Network Affiliate's sole and exclusive remedies, with respect to intellectual property infringement.", "file_path": "cuad/DigitalCinemaDestinationsCorp_20111220_S-1_EX-10.10_7346719_EX-10.10_Affiliate Agreement.txt"}, {"span": [78908, 79664], "answer": "EXCEPT IN CONNECTION WITH A BREACH OF ARTICLE XIII OF THIS AGREEMENT AND WITH THE EXCEPTION OF  THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES UNDER ARTICLE X, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE  OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,  EXEMPLARY, OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND WHATSOEVER ARISING FROM OR CONNECTED WITH THIS  AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES, OR LOSS OF BUSINESS, REGARDLESS OF LEGAL  THEORY, WHETHER OR NOT FORESEEABLE, EVEN IF EITHER PARTY HERETO HAS BEEN ADVISED OF THE POSSIBILITY OR  PROBABILITY OF SUCH DAMAGES AND EVEN IF THE REMEDIES OTHERWISE PROVIDED BY THIS AGREEMENT FAIL OF THEIR  ESSENTIAL PURPOSE.", "file_path": "cuad/DigitalCinemaDestinationsCorp_20111220_S-1_EX-10.10_7346719_EX-10.10_Affiliate Agreement.txt"}, {"span": [80166, 80739], "answer": "EXCEPT IN CONNECTION WITH A BREACH OF ARTICLE XIV HEREUNDER, AND WITH THE EXCEPTION OF THE  INDEMNIFICATION OBLIGATIONS OF THE PARTIES UNDER ARTICLE X, THE AGGREGATE TOTAL LIABILITY OF EITHER PARTY TO  THE OTHER PARTY AND TO ALL OTHER PERSONS AND ENTITIES UNDER THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES  EXCEED THE AMOUNT OF THE NET REVENUE RECEIVED BY NCM PURSUANT TO SECTION 7.2 OF THIS AGREEMENT DURING THE FIVE  (5) YEAR PERIOD PRECEDING SUCH LIABILITY, LESS IN ANY CASE THE AGGREGATE OF ANY AMOUNTS PAID BY NCM HEREUNDER  ON ACCOUNT OF PREVIOUS EVENTS OF LIABILITY.", "file_path": "cuad/DigitalCinemaDestinationsCorp_20111220_S-1_EX-10.10_7346719_EX-10.10_Affiliate Agreement.txt"}]
Question: Consider the Domain Name and Content License Agreement between Beijing SINA Internet Information Service Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd.; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [9180, 9688], "answer": "Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee's Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term.", "file_path": "cuad/LejuHoldingsLtd_20140121_DRS (on F-1)_EX-10.26_8473102_EX-10.26_Content License Agreement1.txt"}]
Question: Consider the Domain Name and Content License Agreement between Beijing SINA Internet Information Service Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [7855, 8208], "answer": "Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term.", "file_path": "cuad/LejuHoldingsLtd_20140121_DRS (on F-1)_EX-10.26_8473102_EX-10.26_Content License Agreement1.txt"}, {"span": [8355, 9038], "answer": "Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement.", "file_path": "cuad/LejuHoldingsLtd_20140121_DRS (on F-1)_EX-10.26_8473102_EX-10.26_Content License Agreement1.txt"}, {"span": [9180, 9688], "answer": "Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee's Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term.", "file_path": "cuad/LejuHoldingsLtd_20140121_DRS (on F-1)_EX-10.26_8473102_EX-10.26_Content License Agreement1.txt"}]
Question: Consider the Strategic Alliance Agreement between Dialog Semiconductor (UK) Ltd and Energous Corporation; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [55543, 56036], "answer": "Each party will maintain, during the Term and for three (3) years thereafter, such comprehensive general liability insurance (including without limitation, products liability) as will adequately protect it against its potential liabilities under this Agreement, in amounts customary in the semiconductor industry for similar services and products. Each party will, at the other party's request, provide to the other party a certificate of insurance evidencing the foregoing insurance coverage.", "file_path": "cuad/ENERGOUSCORP_03_16_2017-EX-10.24-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [92704, 93624], "answer": "This Agreement may not be assigned by either party, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided that (a) M&I's consent need not be obtained in connection with the assignment of this Agreement pursuant to a merger in which Customer is a party and as a result of which the surviving corporation becomes an Affiliate of another bank holding company, bank, savings and loan association or other financial institution having a capital and surplus of at least $100,000,000 so long as the provisions of Section 21.11 are complied with and (b) M&I may freely assign this Agreement (i) in connection with a merger, corporate reorganization or sale of all or substantially all of its assets, stock or securities, or (ii) to any entity which is a successor to the assets or the business of the M&I Data Services division of M&I.", "file_path": "cuad/TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [78908, 79664], "answer": "EXCEPT IN CONNECTION WITH A BREACH OF ARTICLE XIII OF THIS AGREEMENT AND WITH THE EXCEPTION OF  THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES UNDER ARTICLE X, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE  OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,  EXEMPLARY, OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND WHATSOEVER ARISING FROM OR CONNECTED WITH THIS  AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES, OR LOSS OF BUSINESS, REGARDLESS OF LEGAL  THEORY, WHETHER OR NOT FORESEEABLE, EVEN IF EITHER PARTY HERETO HAS BEEN ADVISED OF THE POSSIBILITY OR  PROBABILITY OF SUCH DAMAGES AND EVEN IF THE REMEDIES OTHERWISE PROVIDED BY THIS AGREEMENT FAIL OF THEIR  ESSENTIAL PURPOSE.", "file_path": "cuad/DigitalCinemaDestinationsCorp_20111220_S-1_EX-10.10_7346719_EX-10.10_Affiliate Agreement.txt"}, {"span": [80166, 80739], "answer": "EXCEPT IN CONNECTION WITH A BREACH OF ARTICLE XIV HEREUNDER, AND WITH THE EXCEPTION OF THE  INDEMNIFICATION OBLIGATIONS OF THE PARTIES UNDER ARTICLE X, THE AGGREGATE TOTAL LIABILITY OF EITHER PARTY TO  THE OTHER PARTY AND TO ALL OTHER PERSONS AND ENTITIES UNDER THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES  EXCEED THE AMOUNT OF THE NET REVENUE RECEIVED BY NCM PURSUANT TO SECTION 7.2 OF THIS AGREEMENT DURING THE FIVE  (5) YEAR PERIOD PRECEDING SUCH LIABILITY, LESS IN ANY CASE THE AGGREGATE OF ANY AMOUNTS PAID BY NCM HEREUNDER  ON ACCOUNT OF PREVIOUS EVENTS OF LIABILITY.", "file_path": "cuad/DigitalCinemaDestinationsCorp_20111220_S-1_EX-10.10_7346719_EX-10.10_Affiliate Agreement.txt"}]
Question: Consider the Domain Name and Content License Agreement between Beijing SINA Internet Information Service Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [7855, 8208], "answer": "Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term.", "file_path": "cuad/LejuHoldingsLtd_20140121_DRS (on F-1)_EX-10.26_8473102_EX-10.26_Content License Agreement1.txt"}, {"span": [8355, 9038], "answer": "Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement.", "file_path": "cuad/LejuHoldingsLtd_20140121_DRS (on F-1)_EX-10.26_8473102_EX-10.26_Content License Agreement1.txt"}]
Question: Consider the Manufacturing and Supply Agreement between Pfizer Inc. and Upjohn Inc.; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [112500, 113396], "answer": "Customer may reject any Non-Complying Product or Product that is not delivered to Customer in accordance with this Agreement by providing written notice of such rejection to Manufacturer within seventy-five (75) days following Customer's receipt of any Delivery of Product hereunder; provided, however, that Customer may, until the expiry date for a Product, provide notice of rejection of any Delivery of such Product having (i) latent defects, (ii) any defects that are not reasonably discoverable by Customer through standard inspection and testing of Products or (iii) defects caused by the breach by Manufacturer of any of its representations or warranties under this Agreement (collectively, \"Latent Defects\"); provided, further, that, and notwithstanding the foregoing, Customer shall notify Manufacturer within sixty (60) days after Customer first becomes aware of any such Latent Defect.", "file_path": "cuad/UpjohnInc_20200121_10-12G_EX-2.6_11948692_EX-2.6_Manufacturing Agreement_ Supply Agreement.txt"}, {"span": [113435, 114048], "answer": "Manufacturer may reject any Non-Complying Product by (i) providing Customer with no less than sixty (60) days' prior written notice of Manufacturer's intention to reject such Non-Complying Product along with the documentation set forth in Section 4.7, (ii) meeting with Customer at Customer's request to discuss the basis for the proposed rejection of the subject Non-Complying Product, and (iii) providing Customer with notice of rejection in the event that Manufacturer rejects the subject Non- Complying Product at the end of such sixty (60) day period (or such other time frame as the parties may agree upon).", "file_path": "cuad/UpjohnInc_20200121_10-12G_EX-2.6_11948692_EX-2.6_Manufacturing Agreement_ Supply Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between Dialog Semiconductor (UK) Ltd and Energous Corporation; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [45905, 46024], "answer": "The above warranties are valid for a period of [***] from the date of shipment of any Licensed Product to any customer.", "file_path": "cuad/ENERGOUSCORP_03_16_2017-EX-10.24-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [90687, 91162], "answer": "If a Change in Control occurs with respect to Customer, M&I agrees to continue to provide Services under this Agreement; provided that (a) M&I's obligation to provide Services shall be limited to the entities comprising the Customer prior to such Change in Control and (b) M&I's obligation to provide Services shall be limited in any and all circumstances to the number of accounts and items processed in the 3-month period prior to such Change in Control occurring plus 25%.", "file_path": "cuad/TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [41346, 41410], "answer": "More detailed quality audits may be  performed by NCM personnel.", "file_path": "cuad/DigitalCinemaDestinationsCorp_20111220_S-1_EX-10.10_7346719_EX-10.10_Affiliate Agreement.txt"}, {"span": [63293, 63916], "answer": "During the  Term and for a period of three (3) years thereafter, each Party, at its sole expense, shall, upon reasonable advance notice from the other party, make  such books and records available at its offices for inspection and audit by the other party, its employees and agents. Any audit with respect to  amounts payable by either party to the other party under this Agreement shall be limited to an audit with respect to amounts to be paid in the  current calendar year and immediately preceding calendar year only. Any period that has been audited pursuant to this Section shall not be  subject to any further audit.", "file_path": "cuad/DigitalCinemaDestinationsCorp_20111220_S-1_EX-10.10_7346719_EX-10.10_Affiliate Agreement.txt"}, {"span": [64800, 65152], "answer": "In addition to the foregoing audit rights of the parties, during the Term, NCM and its authorized agents  shall have the right, upon reasonable advance notice, to inspect any Network Affiliate premises or facilities involved in the performance of this  Agreement to confirm the performance and satisfaction of Network Affiliate's obligations hereunder.", "file_path": "cuad/DigitalCinemaDestinationsCorp_20111220_S-1_EX-10.10_7346719_EX-10.10_Affiliate Agreement.txt"}]
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [48394, 48542], "answer": "M&I may, at any time, withdraw any of the Services (other than the Core Services) upon providing ninety (90) days' prior written notice to Customer.", "file_path": "cuad/TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT.txt"}, {"span": [50579, 50842], "answer": "Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value.", "file_path": "cuad/TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Domain Name and Content License Agreement between Beijing SINA Internet Information Service Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [38322, 38763], "answer": "This Agreement and any rights or authority granted hereunder shall not be assigned or transferred by either Party, including by operation of law, merger or otherwise, without the express written consent of the other Party, provided that Licensor may assign this Agreement without consent to any of its Affiliates and Licensee may assign this Agreement without consent to SINA Leju or an Affiliate of Licensee that is controlled by SINA Leju.", "file_path": "cuad/LejuHoldingsLtd_20140121_DRS (on F-1)_EX-10.26_8473102_EX-10.26_Content License Agreement1.txt"}]
Question: Consider the Strategic Alliance Agreement between Dialog Semiconductor (UK) Ltd and Energous Corporation; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [47231, 47760], "answer": "In the event any warranty claim is due to or arises from an Epidemic Defect, ENERGOUS will be responsible for all costs and expenses directly incurred by DIALOG or its Affiliates or their respective customers as a result of reasonable inspection, servicing, repairs, replacements, recall notices, recalls and responses with respect thereto, provided that ENERGOUS' aggregate liability to DIALOG and its Affiliates and their respective customers under this paragraph (d) will not exceed [***] per occurrence of an Epidemic Defect.", "file_path": "cuad/ENERGOUSCORP_03_16_2017-EX-10.24-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [56075, 56900], "answer": "EXCEPT IN THE CASE OF (a) ANY BREACH OF SECTION 10 (CONFIDENTIALITY), (b) THE PARTIES' OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION), (c) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (d) LIABILITY ARISING FROM EPIDEMIC DEFECTS (WHICH WILL BE SUBJECT TO THE LIMITATION SET FORTH IN SECTION 11.2(d)), IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (i) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (ii) AGGREGATE DAMAGES IN EXCESS OF [***]. IN ADDITION, ENERGOUS' LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER SECTION 12.1(b) SHALL IN NO EVENT EXCEED [***].", "file_path": "cuad/ENERGOUSCORP_03_16_2017-EX-10.24-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [68202, 68625], "answer": "Upon termination or expiration of this Agreement, and upon reasonable prior notice to Network  Affiliate, NCM shall be entitled to enter the Theatres upon reasonable prior written notice, and any other premises of Network Affiliate where any  NCM Property may be located, and recover any and all NCM Property, unless Network Affiliate chooses to purchase such Property based on a  straight line five year depreciated value.", "file_path": "cuad/DigitalCinemaDestinationsCorp_20111220_S-1_EX-10.10_7346719_EX-10.10_Affiliate Agreement.txt"}]
Question: Consider the Manufacturing and Supply Agreement between Pfizer Inc. and Upjohn Inc.; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [182126, 183750], "answer": "Except in the event of (i) Third Party Claims subject to a Party's indemnification obligations pursuant to Section 10.1, (ii) Third Party Claims subject to a Party's indemnification obligations pursuant to Section 10.2, (iii) the gross negligence, fraud or willful misconduct of a Party or its Personnel, (iv) a Party's willful breach of this Agreement, (v) a breach of Section 13 or (vi) customer liabilities pursuant to, and subject to the limitations set forth in, Section 2.5(e), neither Party's aggregate liability to the other Party (or its Personnel that are indemnitees under Section 10.1 or Section 10.2, as applicable) under this Agreement for the initial twelve (12) month period immediately following the Effective Date, and for any twelve (12) month period thereafter during the Term, shall exceed, on a cumulative basis, the amount that is one and one half (11∕2) times the aggregate amounts paid or payable pursuant to this Agreement in the preceding twelve (12) month period preceding the loss date by Customer to Manufacturer but solely with respect to the supply hereunder of Product (or Products) for which such corresponding liability arose (the \"Affected Products\") and not any other Products (or if, as of the time the liability arises, this Agreement has not been in effect for twelve (12) months, then the amounts paid or payable by Customer to Manufacturer hereunder during the period from the Effective Date until such time the liability arises, shall be annualized to a full twelve (12) months but solely with respect to the supply hereunder of the Affected Product(s) and not any other Products).", "file_path": "cuad/UpjohnInc_20200121_10-12G_EX-2.6_11948692_EX-2.6_Manufacturing Agreement_ Supply Agreement.txt"}, {"span": [183755, 184817], "answer": "NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR DAMAGES OR CLAIMS ARISING OUT OF (I) A BREACH OF SECTION 13 OF THIS AGREEMENT, (II) CUSTOMER LIABILITIES PURSUANT TO, AND SUBJECT TO THE LIMITATIONS SET FORTH IN, SECTION 2.5(E), (III) A PARTY'S OR ITS PERSONNEL'S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, (IV) A PARTY'S WILLFUL BREACH OF THIS AGREEMENT, OR (V) A PARTY'S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 10.1 OR SECTION 10.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY INDEMNIFIED PARTY HEREUNDER FOR ANY CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL OR INDIRECT DAMAGES, LOSS OF REVENUE OR PROFITS, DIMINUTION IN VALUE, DAMAGES BASED ON MULTIPLE OF REVENUE OR EARNINGS OR OTHER PERFORMANCE METRIC, LOSS OF BUSINESS REPUTATION, PUNITIVE AND EXEMPLARY DAMAGES OR ANY SIMILAR DAMAGES ARISING OR RESULTING FROM OR RELATING TO THIS AGREEMENT, WHETHER SUCH ACTION IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE.", "file_path": "cuad/UpjohnInc_20200121_10-12G_EX-2.6_11948692_EX-2.6_Manufacturing Agreement_ Supply Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between Dialog Semiconductor (UK) Ltd and Energous Corporation; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [56075, 56781], "answer": "EXCEPT IN THE CASE OF (a) ANY BREACH OF SECTION 10 (CONFIDENTIALITY), (b) THE PARTIES' OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION), (c) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (d) LIABILITY ARISING FROM EPIDEMIC DEFECTS (WHICH WILL BE SUBJECT TO THE LIMITATION SET FORTH IN SECTION 11.2(d)), IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (i) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (ii) AGGREGATE DAMAGES IN EXCESS OF [***].", "file_path": "cuad/ENERGOUSCORP_03_16_2017-EX-10.24-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); What is the governing law for this contract?
Relevant contract clauses:
[{"span": [91221, 91444], "answer": "The validity, construction and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the internal laws of the State of Wisconsin, excluding its principles of conflict of laws.", "file_path": "cuad/TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Domain Name and Content License Agreement between Beijing SINA Internet Information Service Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd.; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [23180, 23307], "answer": "Licensor may terminate this Agreement by providing prior written notice to Licensee upon the occurrence of a Change of Control.", "file_path": "cuad/LejuHoldingsLtd_20140121_DRS (on F-1)_EX-10.26_8473102_EX-10.26_Content License Agreement1.txt"}, {"span": [38322, 38763], "answer": "This Agreement and any rights or authority granted hereunder shall not be assigned or transferred by either Party, including by operation of law, merger or otherwise, without the express written consent of the other Party, provided that Licensor may assign this Agreement without consent to any of its Affiliates and Licensee may assign this Agreement without consent to SINA Leju or an Affiliate of Licensee that is controlled by SINA Leju.", "file_path": "cuad/LejuHoldingsLtd_20140121_DRS (on F-1)_EX-10.26_8473102_EX-10.26_Content License Agreement1.txt"}]
Question: Consider the Manufacturing and Supply Agreement between Pfizer Inc. and Upjohn Inc.; Does the licensor's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [12902, 13243], "answer": "\"Customer Property\" means all Intellectual Property, together with all materials, data, writings and other property in any form whatsoever, which is (a) owned or controlled by Customer or its Affiliates as of and following the Effective Date and (b) provided to Manufacturer by or on behalf of Customer or its Personnel under this Agreement.", "file_path": "cuad/UpjohnInc_20200121_10-12G_EX-2.6_11948692_EX-2.6_Manufacturing Agreement_ Supply Agreement.txt"}, {"span": [161856, 162186], "answer": "Customer hereby grants to Manufacturer a non-exclusive license during the Term to use any Customer Property and Customer-Owned Improvements and Developments solely in connection with Manufacturer performing its obligations under this Agreement or the Facility Addendum in accordance with the terms hereof or thereof, as applicable", "file_path": "cuad/UpjohnInc_20200121_10-12G_EX-2.6_11948692_EX-2.6_Manufacturing Agreement_ Supply Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between Dialog Semiconductor (UK) Ltd and Energous Corporation; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [36652, 37307], "answer": "During the Record Retention Period, ENERGOUS may appoint a mutually agreed independent, internationally recognized third-party certified auditor who will have the right to inspect and copy the Records upon reasonable prior notice, and DIALOG will (and will cause its Affiliates to) allow necessary access including, as applicable, to its premises where such Records are located. ENERGOUS may exercise such right to this independent-third party audit no more than one time per calendar year and each such audit will be conducted during normal business hours. Such audit may also not interfere with DIALOG's or its Affliates' quarterly closing of its books.", "file_path": "cuad/ENERGOUSCORP_03_16_2017-EX-10.24-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [12966, 13258], "answer": "If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement.", "file_path": "cuad/TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Domain Name and Content License Agreement between Beijing SINA Internet Information Service Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd.; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [7855, 8208], "answer": "Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term.", "file_path": "cuad/LejuHoldingsLtd_20140121_DRS (on F-1)_EX-10.26_8473102_EX-10.26_Content License Agreement1.txt"}, {"span": [8355, 9038], "answer": "Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement.", "file_path": "cuad/LejuHoldingsLtd_20140121_DRS (on F-1)_EX-10.26_8473102_EX-10.26_Content License Agreement1.txt"}]
Question: Consider the Strategic Alliance Agreement between Dialog Semiconductor (UK) Ltd and Energous Corporation; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [21975, 22458], "answer": "Upon the termination of DIALOG's right to manufacture the Licensed Products following any expiration or termination of the Agreement or any Wind Down Period or Continuing Obligation period, as applicable, then all right, title and interest in the Tooling will automatically transfer to ENERGOUS subject to any Third Party IP, and DIALOG will, at ENERGOUS' option, either sell any Tooling in its possession to ENERGOUS at cost or destroy the Tooling and certify in writing as to same.", "file_path": "cuad/ENERGOUSCORP_03_16_2017-EX-10.24-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [63507, 64714], "answer": "Notwithstanding any statement in Section 15.3 to the contrary, upon any termination or expiration of this Agreement and until the later to occur of (i) [***] from the Effective Date or (ii) [***] following the effective date of termination or expiration of this Agreement (the \"Wind Down Period\"), the parties' respective rights and obligations under Sections 2 (License), 3 (Sourcing), 7 (Product Sales), 9 (Royalties and Service Fees), 11 (Representations and Warranties; Disclaimers), 12 (Indemnification), 13 (Limitation of Liability), 14 (Compliance with Laws), 15.2 (Termination), 16 (Escrow) and all Exhibits hereto which are associated with any of the foregoing listed sections will remain in full force and effect as to (A) any Products or repackaged Product Die with respect to which DIALOG or any of its Affiliates has secured a design win at a customer prior to or within one (1) month after the start of the Wind Down Period, or (B) the sale of any MCMs which have been released for production at a foundry, provided, however, that DIALOG's license rights under Section 2.1 (including any sublicenses granted by DIALOG pursuant to Section 2.4) will be non-exclusive during the Wind Down Period.", "file_path": "cuad/ENERGOUSCORP_03_16_2017-EX-10.24-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [64721, 65617], "answer": "If, at the time of notice of any termination of this Agreement, DIALOG or any of its Affiliates has a written supply contract with a customer that extends beyond the end of the Wind Down Period (a \"Continuing Obligation\"), DIALOG and/or its Affiliates may continue to Sell Licensed Products to such customer through the term of the Wind Down Period and for the remainder of the term of such Continuing Obligation, provided that in no event may DIALOG or its Affiliates Sell Licensed Products to such customer pursuant to this Section 15.4(b) for a period longer than [***] after the effective date of termination of this Agreement. In such event, the provisions of this Agreement that survive during the Wind Down Period will continue to survive for the remainder of the period of time that DIALOG is authorized to Sell Licensed Products to any customer in accordance with the foregoing sentence.", "file_path": "cuad/ENERGOUSCORP_03_16_2017-EX-10.24-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Manufacturing and Supply Agreement between Pfizer Inc. and Upjohn Inc.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [161856, 162187], "answer": "Customer hereby grants to Manufacturer a non-exclusive license during the Term to use any Customer Property and Customer-Owned Improvements and Developments solely in connection with Manufacturer performing its obligations under this Agreement or the Facility Addendum in accordance with the terms hereof or thereof, as applicable.", "file_path": "cuad/UpjohnInc_20200121_10-12G_EX-2.6_11948692_EX-2.6_Manufacturing Agreement_ Supply Agreement.txt"}]
Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [11350, 11547], "answer": "\"Term\" shall mean the period commencing on the Effective Date and terminating on the eighth anniversary of the Commencement Date, unless the Agreement is extended in accordance with its provisions.", "file_path": "cuad/TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT.txt"}]
Question: Consider the Domain Name and Content License Agreement between Beijing SINA Internet Information Service Co., Ltd. and Beijing Yisheng Leju Information Services Co., Ltd.; Is there a most favored nation clause in this contract?
Relevant contract clauses:
[{"span": [12404, 13316], "answer": "In the event E-House Research and Training Institute becomes entitled to charge, invoice, or otherwise receive from, Licensee any royalties, fees or other remuneration for use of the E-House Licensed Data and Information pursuant to amendments to the Master Transaction Agreement or through other means, Licensor and Licensee shall use good faith efforts to amend this Agreement such that Licensor becomes entitled to charge, invoice, or otherwise receive fees from Licensee to use the Licensed Domain Names and Licensed Content, such fees to be agreed upon by the Parties, provided that (i) such fees shall be commercially reasonable and (ii) such fees shall not exceed the fees charged by Licensor to unaffiliated third parties for use of the Licensed Content, taking into account any other consideration received by Licensor (including, but not limited to, discounted services offerings from the third party).", "file_path": "cuad/LejuHoldingsLtd_20140121_DRS (on F-1)_EX-10.26_8473102_EX-10.26_Content License Agreement1.txt"}]
Question: Consider the Network Affiliate Agreement between National CineMedia, LLC and Digital Cinema Destinations Corp. for Advertising Services; Does this contract provide for joint intellectual property ownership?
Relevant contract clauses:
[{"span": [87142, 88241], "answer": "Any and all data, information, and material created, conceived, reduced to practice, or developed by or on  behalf of either Party, whether alone, in connection with the other Party or any third party, including, without limitation, written works, processes,  methods, inventions, discoveries, software, works of visual art, audio works, look-and-feel attributes, and multimedia works, based on, using, or  derived from, in whole or in part, any NCM Property, whether or not done on NCM's facilities, with NCM's equipment, or by NCM personnel, and  any and all right, title, and interest therein and thereto (including, but not limited to, the right to sue for past infringement) (collectively, \"Derived  Works\"), shall be owned solely and exclusively by NCM, and Network Affiliate agrees to and hereby does assign, transfer, and convey to NCM  (and will ensure than any third party acting with or on behalf of Network Affiliate assigns, transfers, and conveys to NCM any and all right, title, or  interest in or to any Derived Work which it may at any time acquire by operation of law or otherwise.", "file_path": "cuad/DigitalCinemaDestinationsCorp_20111220_S-1_EX-10.10_7346719_EX-10.10_Affiliate Agreement.txt"}]
Question: Consider the Manufacturing and Supply Agreement between Pfizer Inc. and Upjohn Inc.; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [163015, 163912], "answer": "Manufacturer acknowledges and agrees that, as between the Parties, any Improvements or Developments that are specific to and otherwise solely relate to, the manufacturing, processing or packaging of Products (such Improvements and Developments, collectively, \"Customer-Owned Improvements and Developments\") shall be the exclusive property of Customer, and Customer shall own all rights, title and interest in and to such Customer-Owned Improvements and Developments. Manufacturer agrees to and hereby does irrevocably transfer, assign and convey, and shall cause its Personnel to irrevocably transfer, assign and convey, all rights, title and interest in and to each of the Customer-Owned Improvements and Developments to Customer free and clear of any encumbrances, and Manufacturer agrees to execute, and shall cause its subcontractors and Personnel to execute, all documents necessary to do so.", "file_path": "cuad/UpjohnInc_20200121_10-12G_EX-2.6_11948692_EX-2.6_Manufacturing Agreement_ Supply Agreement.txt"}, {"span": [164078, 165159], "answer": "Customer acknowledges and agrees that, as between the Parties, all Improvements and Developments made by or on behalf of Manufacturer in the conduct of activities under this Agreement or a Facility Addendum other than Customer-Owned Improvements and Developments (such Improvements and Developments, collectively, \"Manufacturer-Owned Improvements and Developments\") shall be the exclusive property of Manufacturer, and Manufacturer shall own all rights, title and interest in and to such Manufacturer- Owned Improvements and Developments. Customer agrees to and hereby does irrevocably transfer, assign and convey, and shall cause its Personnel to irrevocably transfer, assign and convey, all rights, title and interest in and to each of the Manufacturer-Owned Improvements and Developments to Manufacturer free and clear of any encumbrances, and Customer agrees to execute, and shall cause its Personnel and subcontractors to execute, all documents necessary to do so. All such assignments shall include existing or prospective Intellectual Property rights therein in any country.", "file_path": "cuad/UpjohnInc_20200121_10-12G_EX-2.6_11948692_EX-2.6_Manufacturing Agreement_ Supply Agreement.txt"}]