orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Distributor Agreement between Peregrine/Bridge Transfer Corporation and Neon Systems, Inc.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [5214, 5532], "answer": "Licensor hereby grants to Licensee a non- exclusive, worldwide right to use and reproduce the Master Copy of each Licensed Product and the related Documentation during the term of this Agreement for testing, demonstration to Redistributors. and Customers, support and maintenance, if any, back-up and archive purposes.", "file_path": "cuad/NEONSYSTEMSINC_03_01_1999-EX-10.5-DISTRIBUTOR AGREEMENT_New.txt"}, {"span": [5564, 6496], "answer": "Licensor hereby grants to Licensee an exclusive in the Territory to (1) make Sublicense Copies and copies of the Documentation to meet the demand of Redistributors and Customers and (2) market and sublicense Sublicense Copies and copies of the Documentation, together with any copies of promotional and other materials which Licensor may produce or obtain from time to time to assist Licensee in marketing and sublicensing the Licensed Products during the term of this Agreement by any one or more of the following means:\n\n     (a)  TO A REDISTRIBUTOR: To a Redistributor pursuant to a Redistributor           Agreement containing substantially the same terms and conditions as           are set forth in this Agreement (subject to Section 2.5) and a           Sublicense with each Customer of Redistributor in accordance with           subsection 2.2(b); or\n\n     (b)  TO CUSTOMERS: Pursuant to a Sublicense signed by the Customer.", "file_path": "cuad/NEONSYSTEMSINC_03_01_1999-EX-10.5-DISTRIBUTOR AGREEMENT_New.txt"}, {"span": [9218, 9800], "answer": "Licensor hereby grants to Licensee a non-exclusive right to use the trademarks, service marks, trade names, copyrights, logos and designations (collectively, the \"Marks\") relating to the Licensed Products or the Documentation during the term of this Agreement in the marketing by Licensee of the Licensed Products, provided that such Marks clearly indicate Licensor as the owner of the Marks whenever the Licensed Product or Documentation is first mentioned in any written material referencing the Licensed Product and the proper symbol is used in a superscript following the Marks.", "file_path": "cuad/NEONSYSTEMSINC_03_01_1999-EX-10.5-DISTRIBUTOR AGREEMENT_New.txt"}]
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [10671, 11120], "answer": "Co-Host hereby grants to NAI a non-exclusive,           non-transferable, royalty-free license during the term of this           Agreement to use the trademarks, service marks and trade names of           Co-Host in connection with the advertising and promotion of the Goods           from the Originating Locations, provided that NAI complies with the           terms of Section 9(b) of the Web Site Services Agreement (as defined           below).", "file_path": "cuad/BEYONDCOMCORP_08_03_2000-EX-10.2-CO-HOSTING AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [33252, 34128], "answer": "EXCEPT WITH REGARD TO A PARTY'S BREACH OF SECTION 9, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND INDEMNIFICATION OBLIGATIONS RELATED TO THIRD PARTY CLAIMS PURSUANT TO SECTION 12, EACH PARTY'S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THREE TIMES (3X) THE TOTAL VALUE OF THE WORK ORDER UNDER WHICH THE CLAIM AROSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY LOSS OF PROFIT, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, IN EACH CASE ARISING IN CONNECTION WITH ANY DEFAULT OR BREACH OF OBLIGATIONS UNDER THIS AGREEMENT OR ANY ATTACHMENTS HERETO.", "file_path": "cuad/VIRTUALSCOPICS,INC_11_12_2010-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between Ashworth, Inc., Nantz Communications, Inc., and James W. Nantz III; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [22246, 22425], "answer": "This Agreement and its formation, operation and performance      shall be governed, construed, performed, and enforced in accordance with      the laws of the State of California.", "file_path": "cuad/ASHWORTHINC_01_29_1999-EX-10.(D)-PROMOTION AGREEMENT AND NANTZ COMMUNICATIONS, INC..txt"}]
Question: Consider the Services Agreement between PFS Funds and Potomac Fund Management, Inc. for Investment Fund Management; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [12564, 12704], "answer": "This Agreement may be terminated without the payment of any penalty by either party upon sixty (60) days' written notice to the other party.", "file_path": "cuad/PFSFUNDS_06_26_2020-EX-99.H OTH MAT CONT-SERVICES AGREEMENT.txt"}]
Question: Consider the Co-Development Agreement between PhaseBio Pharmaceuticals Inc. and SFJ Pharmaceuticals X, Ltd. for Clinical Trials of Ticagrelor Compound; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [273113, 273569], "answer": "Notwithstanding any of the foregoing, without the consent of PB, which consent may be withheld in PB's sole discretion, SFJ shall not sell, assign, sublicense or otherwise transfer this Agreement to an entity whose primary business is the development or commercialization of pharmaceutical or biotechnology products prior to the date of Program Transfer. For the avoidance of doubt the preceding sentence shall not apply after the date of Program Transfer.", "file_path": "cuad/PhasebioPharmaceuticalsInc_20200330_10-K_EX-10.21_12086810_EX-10.21_Development Agreement.txt"}]
Question: Consider the Trademark License Agreement between Arconic Inc. and Arconic Rolled Products Corp.; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [16928, 17477], "answer": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "file_path": "cuad/ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement.txt"}]
Question: Consider the Promotion Agreement between Ashworth, Inc., Nantz Communications, Inc., and James W. Nantz III; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [2527, 2712], "answer": "Except as otherwise provided herein, this Agreement shall commence      effective June 1, 1998, and shall continue for a term of three (3) years      expiring May 31, 2001 (the \"Term\").", "file_path": "cuad/ASHWORTHINC_01_29_1999-EX-10.(D)-PROMOTION AGREEMENT AND NANTZ COMMUNICATIONS, INC..txt"}]
Question: Consider the Co-Development Agreement between PhaseBio Pharmaceuticals Inc. and SFJ Pharmaceuticals X, Ltd. for Clinical Trials of Ticagrelor Compound; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [276016, 276377], "answer": "The construction and validity of this Agreement and the provisions hereof, and the rights and obligations of the Parties hereunder, will be governed by the internal laws of the State of Delaware, USA, and, to the extent applicable to Patents and Trademarks, the applicable federal laws of the USA, in each instance without regard to conflict of laws principles.", "file_path": "cuad/PhasebioPharmaceuticalsInc_20200330_10-K_EX-10.21_12086810_EX-10.21_Development Agreement.txt"}]
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [10671, 11120], "answer": "Co-Host hereby grants to NAI a non-exclusive,           non-transferable, royalty-free license during the term of this           Agreement to use the trademarks, service marks and trade names of           Co-Host in connection with the advertising and promotion of the Goods           from the Originating Locations, provided that NAI complies with the           terms of Section 9(b) of the Web Site Services Agreement (as defined           below).", "file_path": "cuad/BEYONDCOMCORP_08_03_2000-EX-10.2-CO-HOSTING AGREEMENT.txt"}]
Question: Consider the Exclusive Distributor Agreement between Erchonia Corporation and InnerScope Hearing Technologies Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [19581, 19728], "answer": "This Agreement shall be governed in all respects by the laws of the United States and the State of Florida, except for conflict of laws provisions.", "file_path": "cuad/InnerscopeHearingTechnologiesInc_20181109_8-K_EX-10.6_11419704_EX-10.6_Distributor Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [33252, 33582], "answer": "EXCEPT WITH REGARD TO A PARTY'S BREACH OF SECTION 9, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND INDEMNIFICATION OBLIGATIONS RELATED TO THIRD PARTY CLAIMS PURSUANT TO SECTION 12, EACH PARTY'S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THREE TIMES (3X) THE TOTAL VALUE OF THE WORK ORDER UNDER WHICH THE CLAIM AROSE.", "file_path": "cuad/VIRTUALSCOPICS,INC_11_12_2010-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Services Agreement between PFS Funds and Potomac Fund Management, Inc. for Investment Fund Management; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [14318, 14439], "answer": "This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Massachusetts.", "file_path": "cuad/PFSFUNDS_06_26_2020-EX-99.H OTH MAT CONT-SERVICES AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Peregrine/Bridge Transfer Corporation and Neon Systems, Inc.; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [49543, 50656], "answer": "Licensor may terminate this Agreement:\n\n    (1)   Upon ninety (90) days prior written notice if Licensee does not enter            into Sublicenses and other agreements relating to the Licensed            Products with Redistributors and Customers that result in fees payable           to Licensor hereunder in an aggregate amount equal to or greater than            the Quota Amount for any year during the term hereof.  As used herein,           the term \"Quota Amount\" means $50,000 for each of the first and second           years of the original term of this Agreement and an amount agreed to            in writing by the parties hereto in respect of any subsequent one year           renewal term (provided that such amount equals or exceeds $50,000).             If Licensor fails to deliver notice of termination pursuant to this            subsection 14.2(b)(1) within six (6) months after the end of the term           to which such termination relates, Licensor will be deemed to have            waived such termination right in respect of such term (but not in            respect of subsequent terms);", "file_path": "cuad/NEONSYSTEMSINC_03_01_1999-EX-10.5-DISTRIBUTOR AGREEMENT_New.txt"}]
Question: Consider the Trademark License Agreement between Arconic Inc. and Arconic Rolled Products Corp.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [12927, 13082], "answer": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.", "file_path": "cuad/ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement.txt"}]
Question: Consider the Exclusive Distributor Agreement between Erchonia Corporation and InnerScope Hearing Technologies Inc.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [8396, 8563], "answer": "This agreement shall automatically renew for a period of three (3) years and upon the parties mutual agreement on new minimum performance goals for the renewal period.", "file_path": "cuad/InnerscopeHearingTechnologiesInc_20181109_8-K_EX-10.6_11419704_EX-10.6_Distributor Agreement.txt"}]
Question: Consider the Distributor Agreement between Peregrine/Bridge Transfer Corporation and Neon Systems, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [10399, 10885], "answer": "Licensee shall pay to Licensor for each Licensed Product licensed to a           Redistributor or a Customer a licensee fee equal to 50% of all            revenues received (without deduction for value added tax, if any, but           excluding any revenues for maintenance and support or upgrade            services, which revenues are covered in paragraph (b) below) by            Licensee under the Redistributor Agreement or Sublicense applicable           to such Licensed Product.", "file_path": "cuad/NEONSYSTEMSINC_03_01_1999-EX-10.5-DISTRIBUTOR AGREEMENT_New.txt"}, {"span": [10897, 11458], "answer": "Licensee shall pay to Licensor for maintenance and support and upgrade           services provided under the applicable Sublicense or other written           maintenance and support agreement with or approved by Licensee for           each of the Licensed Products a fee equal to 50% of all revenues           received (without deduction for value added tax, if any) by Licensee           from a Redistributor or Customer relating to maintenance and support           services or services for Upgrades or upgrades of systems for such           Licensed Product.", "file_path": "cuad/NEONSYSTEMSINC_03_01_1999-EX-10.5-DISTRIBUTOR AGREEMENT_New.txt"}]
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [36413, 36627], "answer": "NAI will make available up to 500,000 impressions on the NAI Internet Sites      and ten percent (10%) of the impressions available on NAI's Upgrade/Update      site for advertising materials to promote Beyond.com.", "file_path": "cuad/BEYONDCOMCORP_08_03_2000-EX-10.2-CO-HOSTING AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [35482, 35795], "answer": "VS shall cooperate with any internal reviews or audits by PPD or Sponsor (or its and their representatives) and shall make available for examination and duplication, during normal business hours and at mutually agreeable times, all documentation, data and information relating to this Agreement or any Work Order.", "file_path": "cuad/VIRTUALSCOPICS,INC_11_12_2010-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between MiddleBrook Pharmaceuticals, Inc. and DoctorDirectory.com, Inc. for MOXATAG; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [34840, 35183], "answer": "NOTWITHSTANDING THE FOREGOING, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, UNDER  ANY LEGAL OR EQUITABLE THEORY, FOR ANY INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OF ANY KIND,  SUFFERED BY OR OTHERWISE COMPENSABLE TO SUCH OTHER PARTY, ARISING OUT OF, UNDER OR  RELATING TO THIS AGREEMENT, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH.", "file_path": "cuad/MIDDLEBROOKPHARMACEUTICALS,INC_03_18_2010-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the Exclusive Distributor Agreement between Erchonia Corporation and InnerScope Hearing Technologies Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [8277, 8395], "answer": "Unless terminated earlier as provided in this agreement, this Agreement shall have an initial term of three (3) years.", "file_path": "cuad/InnerscopeHearingTechnologiesInc_20181109_8-K_EX-10.6_11419704_EX-10.6_Distributor Agreement.txt"}]
Question: Consider the Co-Development Agreement between PhaseBio Pharmaceuticals Inc. and SFJ Pharmaceuticals X, Ltd. for Clinical Trials of Ticagrelor Compound; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [240027, 240338], "answer": "The term of this Agreement (the \"Term\") will commence on the Effective Date and will expire upon the earliest of (i) termination of this Agreement in accordance with Section 14.2, or (ii) the date of payment of the last Approval Payment due based on all applicable Regulatory Approvals which have been received.", "file_path": "cuad/PhasebioPharmaceuticalsInc_20200330_10-K_EX-10.21_12086810_EX-10.21_Development Agreement.txt"}]
Question: Consider the Services Agreement between PFS Funds and Potomac Fund Management, Inc. for Investment Fund Management; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [12160, 12288], "answer": "The term of this Services Agreement shall begin on the date of execution and shall continue in effect for a period of two years.", "file_path": "cuad/PFSFUNDS_06_26_2020-EX-99.H OTH MAT CONT-SERVICES AGREEMENT.txt"}]
Question: Consider the Trademark License Agreement between Arconic Inc. and Arconic Rolled Products Corp.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [9124, 9330], "answer": "The Term of this Agreement will commence on the Effective Date and shall continue for the time periods set forth in Schedules 1 and 2 unless sooner terminated in accordance with the terms of this Agreement.", "file_path": "cuad/ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [27859, 28300], "answer": "Unless otherwise addressed in an Intellectual Property Amendment, VS hereby assigns to PPD (or Sponsor as the case may be) all rights that VS may have in any invention, technology, know-how or other intellectual property which is developed with use of Confidential Information provided to VS by PPD. Additionally, VS shall assist PPD (or Sponsor), at PPD's (or Sponsor's) sole cost and expense, in obtaining or extending protection therefor.", "file_path": "cuad/VIRTUALSCOPICS,INC_11_12_2010-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [28303, 28571], "answer": "Unless otherwise addressed in an Intellectual Property Amendment, PPD hereby assigns to VS all rights that PPD may have in any invention, technology, know-how or other intellectual property which is developed with use of Confidential Information provided to PPD by VS.", "file_path": "cuad/VIRTUALSCOPICS,INC_11_12_2010-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Peregrine/Bridge Transfer Corporation and Neon Systems, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [58380, 58730], "answer": "Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other party to this Agreement; provided, however, that Licensor may assign this Agreement to a subsidiary or entity controlling, controlled by or under common control with Licensor.", "file_path": "cuad/NEONSYSTEMSINC_03_01_1999-EX-10.5-DISTRIBUTOR AGREEMENT_New.txt"}]
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [31413, 31682], "answer": "\"Minimum Revenue Targets\" shall mean: (i) in the first (1st) year of the Term, Aggregate Revenues of not less than Nine Million Dollars ($9,000,000) and (ii) in the second (2nd) year of the Term, Aggregate Revenues of not less than Twelve Million Dollars ($12,000,000).", "file_path": "cuad/BEYONDCOMCORP_08_03_2000-EX-10.2-CO-HOSTING AGREEMENT.txt"}, {"span": [32163, 34132], "answer": "Quarterly payments of $312,500 each, with the first payment being due           September 15, 1999, and on each December 15, March 15, June 15, and           September 15 thereafter during the Term unless (i) the Agreement is           terminated in accordance with Section 6 of the Agreement prior to such           date in which case no quarterly payments will be due following the           effective date of such termination or (ii) if the Minimum Revenue           Target (as defined in Part 2 of this Exhibit \"A\") for the first year           of the Term is not achieved by the first anniversary of the Effective           Date, in which case no quarterly payments are payable until such time           as the Minimum Revenue Target for the first year of the Term is           achieved at which point Co-Host will resume making future quarterly           payments on the schedule and in the amount set forth above for the           duration of the Term or (iii) if the aggregate Minimum Revenue Targets           (as defined in Part 2 of this Exhibit \"A\") for the first and second           year of the Term are not achieved by the second anniversary of the           Effective Date, then, even if the Minimum Revenue Target (as defined           in Part 2 of this Exhibit \"A\") for the first year of the Term has been           achieved prior to such second Anniversary, no quarterly payments are           payable during the second year of the Term until such time as such           aggregate Minimum Revenue Target is achieved at which point Co-Host           will resume making future quarterly payments on the schedule and in           the amount set forth above for the duration of the Term. The parties           hereby agree to renegotiate in good faith a downward adjustment to the           foregoing quarterly payments in the event that the Minimum Revenue           Target for year one (1) is not achieved in the first year of this           Agreement.", "file_path": "cuad/BEYONDCOMCORP_08_03_2000-EX-10.2-CO-HOSTING AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between MiddleBrook Pharmaceuticals, Inc. and DoctorDirectory.com, Inc. for MOXATAG; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [15671, 15848], "answer": "DD shall also make its records and other documents relevant to MBRK and  this Agreement available for audit or review by MBRK upon MBRK's request at a mutually agreed upon time.", "file_path": "cuad/MIDDLEBROOKPHARMACEUTICALS,INC_03_18_2010-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the Master Services Agreement between Clear Capital and RadialSpark, LLC for Management Consulting Services; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [19147, 19877], "answer": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement. At Company's request, Contractor shall provide Company with certificates or other acceptable evidence of insurance or self-insurance evidencing the above coverage and shall provide Company with prompt written notice of any material change.", "file_path": "cuad/MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT.txt"}]
Question: Consider the License and Development Agreement between NLS-1 Pharma AG and Eurofarma Laboratórios S.A. for Nolazol® in ADHD - Latin America; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [46743, 47169], "answer": "Either Party shall only be liable for direct losses incurred by the other Party as a direct consequence of a negligent or intentional breach of this Agreement by such liable Party, and shall not be liable for any punitive or indirect damages, losses caused by business interruptions, loss of revenues, loss of profit, damages and loss of goodwill, or any reputational damages, and both Parties waive any claims to such losses.", "file_path": "cuad/NlsPharmaceuticsLtd_20200228_F-1_EX-10.14_12029046_EX-10.14_Development Agreement.txt"}, {"span": [47262, 47570], "answer": "In addition, neither Party shall be liable for any claim under this Agreement which is capable of remedy, unless and until the other Party has given such Party written notice containing full details of the breach and such Party has failed to remedy the breach within sixty (60) days of receipt of the notice.", "file_path": "cuad/NlsPharmaceuticsLtd_20200228_F-1_EX-10.14_12029046_EX-10.14_Development Agreement.txt"}]
Question: Consider the Trademark License Agreement between Hertz Investment Group, LLC and Hertz Group Realty Trust, Inc.; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [4039, 4237], "answer": "Licensed Users shall not challenge the validity of the Licensed Mark, nor shall Licensed Users challenge Licensor's ownership of the Licensed Mark or the enforceability of Licensor's rights therein.", "file_path": "cuad/HertzGroupRealtyTrustInc_20190920_S-11A_EX-10.8_11816941_EX-10.8_Trademark License Agreement.txt"}]
Question: Consider the Non-Exclusive Distributor Agreement between iMine Corporation and Sunwai Technology for Cryptocurrency Mining Rigs; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [16919, 17177], "answer": "At no time during or after the term of this Agreement will the Distributor challenge or assist others to challenge JRVS Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of JRVS. T", "file_path": "cuad/ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt"}, {"span": [18264, 18367], "answer": "The Distributor will not challenge any intellectual property rights claimed by JRVS in such trademarks.", "file_path": "cuad/ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt"}]
Question: Consider the Distributor Agreement between Peregrine/Bridge Transfer Corporation and Neon Systems, Inc.; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [5564, 6496], "answer": "Licensor hereby grants to Licensee an exclusive in the Territory to (1) make Sublicense Copies and copies of the Documentation to meet the demand of Redistributors and Customers and (2) market and sublicense Sublicense Copies and copies of the Documentation, together with any copies of promotional and other materials which Licensor may produce or obtain from time to time to assist Licensee in marketing and sublicensing the Licensed Products during the term of this Agreement by any one or more of the following means:\n\n     (a)  TO A REDISTRIBUTOR: To a Redistributor pursuant to a Redistributor           Agreement containing substantially the same terms and conditions as           are set forth in this Agreement (subject to Section 2.5) and a           Sublicense with each Customer of Redistributor in accordance with           subsection 2.2(b); or\n\n     (b)  TO CUSTOMERS: Pursuant to a Sublicense signed by the Customer.", "file_path": "cuad/NEONSYSTEMSINC_03_01_1999-EX-10.5-DISTRIBUTOR AGREEMENT_New.txt"}]
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [28052, 28334], "answer": "Neither party may assign this Agreement without the other's           prior written approval, except by operation of law or in connection           with the sale of substantially all of the assets of such party's           business or the acquisition of such party by a third party.", "file_path": "cuad/BEYONDCOMCORP_08_03_2000-EX-10.2-CO-HOSTING AGREEMENT.txt"}, {"span": [38375, 38757], "answer": "Co-Host shall not have the right to assign      or otherwise transfer this Agreement or any rights herein granted to any      other person or entity, except by operation of law or in connection with      the sale of all of its assets, or the acquisition of the Co-Host by a third      party. Any such attempted assignment shall be void and the Agreement shall      remain in effect.", "file_path": "cuad/BEYONDCOMCORP_08_03_2000-EX-10.2-CO-HOSTING AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [37896, 38062], "answer": "Neither party shall have the right to assign this Agreement or any Work Order or to assign any rights thereunder without the prior written consent of the other party.", "file_path": "cuad/VIRTUALSCOPICS,INC_11_12_2010-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [38686, 38795], "answer": "Any unauthorized attempt to assign or delegate any portion of this Agreement or any Work Order shall be void.", "file_path": "cuad/VIRTUALSCOPICS,INC_11_12_2010-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Master Services Agreement between Clear Capital and RadialSpark, LLC for Management Consulting Services; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [14388, 14849], "answer": "EXCEPT WITH RESPECT TO CONTRACTOR'S OBLIGATIONS PURSUANT TO PARAGRAPH 9 HEREOF, CONTRACTOR'S MAXIMUM LIABILITY TO COMPANY ARISING FOR ANY REASON RELATING TO CONTRACTOR'S PERFORMANCE OF SERVICES UNDER A STATEMENT OF WORK SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR FOR THE PERFORMANCE OF SUCH SERVICES. COMPANYS' MAXIMUM LIABILITY TO CONTRACTOR FOR ANY REASON ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR.", "file_path": "cuad/MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT.txt"}, {"span": [14854, 15063], "answer": "NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between MiddleBrook Pharmaceuticals, Inc. and DoctorDirectory.com, Inc. for MOXATAG; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [15849, 15997], "answer": "Upon  termination or expiration of this Agreement, if specifically requested by MBRK, DD shall provide originals or copies of  such records to MBRK.", "file_path": "cuad/MIDDLEBROOKPHARMACEUTICALS,INC_03_18_2010-EX-10.1-PROMOTION AGREEMENT.txt"}, {"span": [43271, 43507], "answer": "If the Agreement is terminated in years 2 or 3 by MBRK providing notice to DD  within 60 days of the then current anniversary date of its intent not to renew, then MBRK will pay DD the End of  Agreement Fee but no Early Termination Fee.", "file_path": "cuad/MIDDLEBROOKPHARMACEUTICALS,INC_03_18_2010-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the License and Development Agreement between NLS-1 Pharma AG and Eurofarma Laboratórios S.A. for Nolazol® in ADHD - Latin America; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [18187, 18288], "answer": "Such records shall be retained by the Licensee for ten (10) years following a given reporting period.", "file_path": "cuad/NlsPharmaceuticsLtd_20200228_F-1_EX-10.14_12029046_EX-10.14_Development Agreement.txt"}, {"span": [18380, 18784], "answer": "Subject to a written advance notice of thirty (30) calendar days, all relevant records supporting the preparation of the Reports shall be made available during normal business hours for inspection at the expense of Licensor by Licensor or by a selected representative of Licensor for the sole purpose of verifying the Reports and the accuracy of the payments made or due to Licensor under this Agreement.", "file_path": "cuad/NlsPharmaceuticsLtd_20200228_F-1_EX-10.14_12029046_EX-10.14_Development Agreement.txt"}]
Question: Consider the Trademark License Agreement between Hertz Investment Group, LLC and Hertz Group Realty Trust, Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [7710, 8148], "answer": "IN NO EVENT SHALL LICENSOR OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, SUPPLIERS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION OR OTHERWISE, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE LICENSED MARK, EVEN IF LICENSOR IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/HertzGroupRealtyTrustInc_20190920_S-11A_EX-10.8_11816941_EX-10.8_Trademark License Agreement.txt"}]
Question: Consider the Non-Exclusive Distributor Agreement between iMine Corporation and Sunwai Technology for Cryptocurrency Mining Rigs; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [13981, 14114], "answer": "The Distributor shall have thirty (30) days (the \"Inspection Period\") upon receipt of each shipment to inspect and test the Products.", "file_path": "cuad/ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt"}]
Question: Consider the Distributor Agreement between Peregrine/Bridge Transfer Corporation and Neon Systems, Inc.; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [37533, 38067], "answer": "Each of Licensor and Licensee understands and acknowledges that Licensor shall be entitled to protect and preserve the going concern value of Licensor's business to the extent permitted by law and that Licensor would not have entered into this Agreement absent the provisions of this Section 10.1 and, therefore, each of Licensor and Licensee agrees that during the term of this Agreement Licensee shall not engage in, represent in any way or be connected with directly or indirectly any business competing with the Licensed Products.", "file_path": "cuad/NEONSYSTEMSINC_03_01_1999-EX-10.5-DISTRIBUTOR AGREEMENT_New.txt"}]
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [8528, 8687], "answer": "VS shall not refer that opportunity to any other third party provider unless PPD declines to bid on such opportunity or does not offer the service in question.", "file_path": "cuad/VIRTUALSCOPICS,INC_11_12_2010-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [8893, 9103], "answer": "Unless otherwise required by a particular Sponsor, PPD shall not refer that opportunity to any other third party provider unless VS declines to bid on such opportunity or does not offer the service in question.", "file_path": "cuad/VIRTUALSCOPICS,INC_11_12_2010-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [9843, 10362], "answer": "In the event that, during the Term of this Agreement, VS desires to enter into the same or substantially similar Commitments with a PPD Competitor for imaging services outside of the Designated Therapeutic Areas (defined herein or in any amendment hereto), VS shall first notify PPD regarding the same and PPD shall have a right, for a period of 45 days following receipt of such notice (the \"Election Period\"), to elect to include such imaging services as \"Preferred Services\" hereunder (the \"Right of First Refusal\").", "file_path": "cuad/VIRTUALSCOPICS,INC_11_12_2010-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [5624, 5860], "answer": "The Destination shall not contain any links to           any third party sites for the purchase of Competitor's Goods; provided           that the Destination will link to the Co-Host Site (which will sell           Competitor's Goods).", "file_path": "cuad/BEYONDCOMCORP_08_03_2000-EX-10.2-CO-HOSTING AGREEMENT.txt"}]
Question: Consider the Promotion Agreement between MiddleBrook Pharmaceuticals, Inc. and DoctorDirectory.com, Inc. for MOXATAG; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [37342, 38267], "answer": "For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, DD hereby  sells, assigns and transfers to MBRK and MBRK shall be the exclusive owner, assignee, and transferee of the entire  right, title and interest, including all renewals for the entire world, in and to all work performed and work product  developed or produced under this Agreement, including, but not limited to, materials (including Promotional Materials),  writings, documents or other information conceived or reduced to practice or\n\n\n\n\n\n\n\nauthored by DD or any of DD Representative's, either solely or jointly with others, in connection with and/or pursuant to  this Agreement or the relationship established between DD and MBRK or with information, materials (including  Promotional Materials) or facilities of MBRK received or used by DD or DD's Representatives during the period in which  DD is retained by MBRK.", "file_path": "cuad/MIDDLEBROOKPHARMACEUTICALS,INC_03_18_2010-EX-10.1-PROMOTION AGREEMENT.txt"}, {"span": [38275, 38792], "answer": "In the event DD retains the service of a third party to perform any of DD's obligations hereunder DD shall, prior to  commencement of any work by such third party, obtain the third party's written acknowledgement that all work done by  such third party shall be deemed \"work made for hire\" and that the copyright in such material shall rest and remain with  MBRK, or secure from such third party written assignment of all right, title and interest in and to the copyright in any  material created by such third party.", "file_path": "cuad/MIDDLEBROOKPHARMACEUTICALS,INC_03_18_2010-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the Master Services Agreement between Clear Capital and RadialSpark, LLC for Management Consulting Services; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [14388, 14703], "answer": "EXCEPT WITH RESPECT TO CONTRACTOR'S OBLIGATIONS PURSUANT TO PARAGRAPH 9 HEREOF, CONTRACTOR'S MAXIMUM LIABILITY TO COMPANY ARISING FOR ANY REASON RELATING TO CONTRACTOR'S PERFORMANCE OF SERVICES UNDER A STATEMENT OF WORK SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR FOR THE PERFORMANCE OF SUCH SERVICES.", "file_path": "cuad/MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT.txt"}]
Question: Consider the Trademark License Agreement between Hertz Investment Group, LLC and Hertz Group Realty Trust, Inc.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [2061, 2370], "answer": "Licensor hereby grants Licensed Users a nonexclusive, nontransferable, nonsublicensable, royalty-free license, during the term of this Agreement, to use and display the Licensed Trade Name and the Licensed Mark in the United States solely in connection with the Licensee's corporate name and identifying mark.", "file_path": "cuad/HertzGroupRealtyTrustInc_20190920_S-11A_EX-10.8_11816941_EX-10.8_Trademark License Agreement.txt"}]
Question: Consider the Co-Hosting Agreement between Networks Associates, Inc. and Software.net Corporation (Beyond.com); Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [37914, 38022], "answer": "Nothing in this Agreement shall      prohibit Co-Host from distributing competing products in the Territory.", "file_path": "cuad/BEYONDCOMCORP_08_03_2000-EX-10.2-CO-HOSTING AGREEMENT.txt"}]
Question: Consider the Non-Exclusive Distributor Agreement between iMine Corporation and Sunwai Technology for Cryptocurrency Mining Rigs; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [24549, 24973], "answer": "In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of such termination, for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of either party.", "file_path": "cuad/ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt"}, {"span": [25794, 26262], "answer": "IN NO EVENT SHALL JRVS'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY JRVS FROM THE DISTRIBUTOR HEREUNDER FOR THE PRODUCT GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL JRVS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR STRICT LIABILITY), ARISING OUT OF THIS AGREEMENT.", "file_path": "cuad/ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt"}, {"span": [26438, 26591], "answer": "NO ACTIONS, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT, MAY BE BROUGHT BY DISTRIBUTOR MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.", "file_path": "cuad/ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt"}]
Question: Consider the Distributor Agreement between Peregrine/Bridge Transfer Corporation and Neon Systems, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [58250, 58350], "answer": "THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE SIATE OF TEXAS.", "file_path": "cuad/NEONSYSTEMSINC_03_01_1999-EX-10.5-DISTRIBUTOR AGREEMENT_New.txt"}]
Question: Consider the Strategic Alliance Agreement between PPD Development, LP and VirtualScopics, Inc. for Clinical and Medical Imaging Services; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [28709, 28947], "answer": "Either party may terminate this Agreement, without cause, upon ninety (90) days prior written notice to the other party, provided, however, that all outstanding Work Orders shall continue to be governed by the terms and conditions hereof.", "file_path": "cuad/VIRTUALSCOPICS,INC_11_12_2010-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Trademark License Agreement between Hertz Investment Group, LLC and Hertz Group Realty Trust, Inc.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [2061, 2370], "answer": "Licensor hereby grants Licensed Users a nonexclusive, nontransferable, nonsublicensable, royalty-free license, during the term of this Agreement, to use and display the Licensed Trade Name and the Licensed Mark in the United States solely in connection with the Licensee's corporate name and identifying mark.", "file_path": "cuad/HertzGroupRealtyTrustInc_20190920_S-11A_EX-10.8_11816941_EX-10.8_Trademark License Agreement.txt"}]
Question: Consider the Promotion Agreement between MiddleBrook Pharmaceuticals, Inc. and DoctorDirectory.com, Inc. for MOXATAG; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [17838, 18601], "answer": "Such Promotion Fees shall be calculated by:\n\n(a) the following formula for the period from the Effective Date through September 30, 2010:\n\nFor example: if during the month of March 2010 (a) (A) above was 2,000 TRx and (B) above was $36.50 then MBRK  would be remit $36,500.00 to DD.\n\nOR\n\n(b) the following formula for the period from October 1, 2010 through termination of this Agreement:\n\n  (A)   the Actual DD Target Segment MOXATAG TRx for the Promotional Measurement Period multiplied by:      (B)   the applicable Gross Margin Per TRx multiplied by:      (C)   50%.\n\n  (A)   the Actual DD Target Segment MOXATAG TRx Tablets for the Promotional Measurement Period multiplied by:      (B)   the applicable Gross Margin Per Tablet multiplied by:      (C)   50%.", "file_path": "cuad/MIDDLEBROOKPHARMACEUTICALS,INC_03_18_2010-EX-10.1-PROMOTION AGREEMENT.txt"}]
Question: Consider the License and Development Agreement between NLS-1 Pharma AG and Eurofarma Laboratórios S.A. for Nolazol® in ADHD - Latin America; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [40281, 40430], "answer": "The Licensee hereby grants to the Licensor an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use of any Licensee Know-how.", "file_path": "cuad/NlsPharmaceuticsLtd_20200228_F-1_EX-10.14_12029046_EX-10.14_Development Agreement.txt"}]
Question: Consider the Master Services Agreement between Clear Capital and RadialSpark, LLC for Management Consulting Services; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [9628, 10015], "answer": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "file_path": "cuad/MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT.txt"}]
Question: Consider the Non-Exclusive Distributor Agreement between iMine Corporation and Sunwai Technology for Cryptocurrency Mining Rigs; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [6098, 6668], "answer": "JRVS shall be entitled at any time to audit the Distributor's books and records upon reasonable notice in order to confirm the accuracy of the Reports set forth in Section 3.4; provided, that no more than one such audit may be conducted in any three-month period. Any JRVS-elected audit shall be performed at JRVS's own expense during normal business hours; Distributor shall provide reasonable assistance to JRVS for the audit. Additionally, the Distributor shall provide JRVS with its audited financial statements within three (3) months of the end of its fiscal year.", "file_path": "cuad/ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt"}]