orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; Is there a clause preventing the solicitation of employees in this contract?
Relevant contract clauses:
[{"span": [33036, 33288], "answer": "During the Term of this Agreement and during the three year period after the expiration or termination of this  Agreement, the Licensee will not solicit any person employed by Licensor and/or its Affiliates to leave his or her employment with Licensor.", "file_path": "cuad/SFGFINANCIALCORP_05_12_2009-EX-10.1-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Airspan Networks Inc. and GLS LLC; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [42233, 42338], "answer": "This Agreement shall remain in effect for sixty (60) months from the Effective Date (the \"Initial Term\").", "file_path": "cuad/AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement.txt"}]
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [82138, 82319], "answer": "We will provide you or one of your principals and up to five (5) additional persons with a comprehensive initial training program and additional training programs from time to time.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}]
Question: Consider the Sponsorship Agreement between Excite, Inc. and N2K Inc. for Exclusive Retail Music Store Sponsorship; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [4775, 4939], "answer": "The term of this Agreement will begin on the Effective Date and                  will end on the second (2nd) anniversary of the Commencement                  Date.", "file_path": "cuad/N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Addendum to Distributor Agreement between Zebra Technologies, Xplore Technologies, and ScanSource; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [6763, 6886], "answer": "The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.", "file_path": "cuad/ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [71913, 72066], "answer": "This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}]
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [38538, 38694], "answer": "To the fullest extent permitted by law, Vyera shall, and hereby does, assign all of its right title and interest in and to any and all Inventions to CytoDyn", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}, {"span": [39021, 39252], "answer": "Vyera will, upon reasonable request of CytoDyn, and at CytoDyn's expense, execute or cause to be executed, any assignments, filings, applications or other documents that CytoDyn may require to evidence its rights in the Inventions.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}, {"span": [60349, 60557], "answer": "If Vyera acquires any rights in the Trademarks, by operation of Applicable Law, or otherwise, such rights shall be deemed and are hereby irrevocably assigned to CytoDyn without further action by either Party.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}, {"span": [61052, 61269], "answer": "CytoDyn will be the sole owner of all trade dress, logos, slogans, designs and copyrights specifically created by or on behalf of Vyera or used by Vyera on or in connection with the Licensed Products in the Territory.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Hydron Technologies, Inc. and Miami Dolphins, Ltd.; Are there any third-party beneficiaries designated in this contract?
Relevant contract clauses:
[{"span": [14857, 15249], "answer": "Each of the parties agree that the foregoing indemnities also apply for the benefit of the NFL (and its affiliates), South Florida Stadium Corporation, the owner and operator of Pro Player Stadium and their respective officials, officers, partners, agents and employees, who shall be deemed third party beneficiaries of this Agreement for the purpose of enforcing these indemnity obligations.", "file_path": "cuad/HYDRONTECHNOLOGIESINC_03_31_1997-EX-10.47-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Intellectual Property Agreement between Motorola Solutions, Inc. and Zebra Technologies Corporation; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [111395, 111593], "answer": "The sole and exclusive remedy for any breach of this IP Agreement, including the representations and warranties and covenants herein, shall be as set forth in Article 8 of the Acquisition Agreement.", "file_path": "cuad/ZEBRATECHNOLOGIESCORP_04_16_2014-EX-10.1-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [43867, 44186], "answer": "Accordingly, the parties agree that  the validity, interpretation and legal effect of this Agreement shall be governed by the internal laws of the State of New York, U.S.A., applicable to  contracts entered in and performed entirely within the State of New York, U.S.A. without regard to any conflict of law principles.", "file_path": "cuad/SFGFINANCIALCORP_05_12_2009-EX-10.1-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [18425, 18714], "answer": "You shall pay to us a royalty fee based on revenue generated by Unit Franchisees (the \"Unit Franchise Performance Royalty Fee\") equal to twenty-five percent (25%) of aggregate royalty fees paid to you by Unit Franchisees in the Master Territory pursuant to their Unit Franchise Agreements.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}, {"span": [18982, 19526], "answer": "You shall pay to us a franchise sales royalty fee (the \"Franchise Sales Royalty Fee\") for each Unit Franchise you sell in the Master Territory as follows: twenty-five percent (25%) of the initial franchise fee collected from each Unit Franchisee upon execution of the Unit Franchisee's Franchise Agreement (a \"Unit Franchise Agreement\"); provided, however, that if you elect to discount or reduce an initial franchise fee for any reason, the Franchise Sales Royalty Fee shall be payable to us as if the full initial franchise fee had been paid.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}, {"span": [30595, 30780], "answer": "Once you have units open and operating in the trade area where a National Account is located, we will remit to you 25% of the profits derived from the sales in that specific trade area.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}]
Question: Consider the Content License Agreement between Emdeon Corporation and WebMD, Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [7349, 7947], "answer": "IN NO EVENT WILL WEBMD OR ITS SUPPLIERS OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY, HOWEVER ARISING, FOR ANY COSTS OF COVER OR FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, OR THE PROVISION OR USE OF CONTENT, EVEN IF WEBMD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WEBMD'S AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION IN ANY WAY RELATED TO THIS AGREEMENT OR THE CONTENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EITHER JOINTLY OR SEVERALLY, SHALL NOT EXCEED FIFTY DOLLARS ($50).", "file_path": "cuad/WebmdHealthCorp_20050908_S-1A_EX-10.7_1027007_EX-10.7_Content License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [52551, 52909], "answer": "This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a \"Renewal Term\"), unless either Party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement (a \"Termination Notice\").", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}]
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [76111, 76445], "answer": "Vyera shall pay to CytoDyn royalties equal to fifty percent (50%) of Net Sales of Licensed Products in the Territory during the Royalty Term; provided that, after the Step-Down Date, the royalty percentage will be reduced to [***] of Net Sales of Licensed Products in the Territory throughout the remaining period in the Royalty Term.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}]
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [18006, 18110], "answer": "The Agreement may be renewed for an additional period of  seven (7) years at the option of the Licensor.", "file_path": "cuad/SFGFINANCIALCORP_05_12_2009-EX-10.1-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Intellectual Property Agreement between Motorola Solutions, Inc. and Zebra Technologies Corporation; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [71018, 72550], "answer": "Each Purchaser Licensee may grant sublicenses of the licenses granted to it pursuant to Section 2.2: (i) to any (for the avoidance of doubt, and without limiting any other provision of this IP Agreement, current or future) direct or indirect Subsidiary of Purchaser (but only for so long as such Person remains such a Subsidiary); (ii) to any other Person in connection with the sale or disposition of substantially all of the assets of a business or product line of any Purchaser Licensee; (iii) other than with respect to Section 2.2(a), for the purpose of any Person's (including resellers, distributors, and OEMs) distribution of products licensed under Section 2.2; (iv) other than with respect to Section 2.2(a), to any Person (including OEMs, JDMs, suppliers, contractors, and subcontractors) solely for the purpose of, and to the extent necessary for, such Person to perform any service (including any service with respect to the design, manufacture, import, export, or supply of any product, service, or system in the Business or any components thereof) for a Purchaser Licensee, and not for the direct benefit of such Person or any other Person, (v) other than with respect to Section 2.2(a), to a customer of a Purchaser Licensee for such customer's use of a product licensed under Section 2.2; or (vi) other than with respect to Section 2.2(a), with respect to Software, to any Person for the purpose of such Person's development of Software that is compatible or interoperates with a product licensed under Section 2.2.", "file_path": "cuad/ZEBRATECHNOLOGIESCORP_04_16_2014-EX-10.1-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Content License Agreement between Emdeon Corporation and WebMD, Inc.; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [5376, 5515], "answer": "Upon any expiration or termination of this Agreement, Emdeon shall have a reasonable period of time to remove the Content from the Software", "file_path": "cuad/WebmdHealthCorp_20050908_S-1A_EX-10.7_1027007_EX-10.7_Content License Agreement.txt"}]
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [151993, 152342], "answer": "Vyera may not assign this Agreement, or any rights or obligations hereunder without the prior written consent of CytoDyn, not to be unreasonably withheld or delayed provided that Vyera may assign this Agreement without CytoDyn's consent to an Affiliate or to a successor to substantially all of the business of Vyera to which this Agreement relates.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}, {"span": [152696, 152834], "answer": "Any assignment or attempted assignment by Vyera in violation of the terms of this Section 14.6 shall be null, void and of no legal effect.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}, {"span": [153013, 153475], "answer": "CytoDyn may assign this Agreement and its rights and obligations hereunder, in whole but not in part, to any Third Party not in a materially worse (financially and otherwise) of performing CytoDyn's obligations hereunder without the prior written consent of Vyera (it being understood that any other assignment of this Agreement or any rights or obligations hereunder shall require the prior written consent of Vyera, not to be unreasonably withheld or delayed).", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}]
Question: Consider the Sponsorship Agreement between Hydron Technologies, Inc. and Miami Dolphins, Ltd.; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [6916, 7303], "answer": "The Dolphins and Hydron agree that they shall not, either during the term of this Agreement or thereafter, directly or indirectly, contest the validity of the other's Marks or any of the registrations pertaining thereto, in the United States or elsewhere, nor adopt the other's Marks or any term, word, mark or designation which is in any aspect confusingly similar to the other's Marks.", "file_path": "cuad/HYDRONTECHNOLOGIESINC_03_31_1997-EX-10.47-SPONSORSHIP AGREEMENT.txt"}, {"span": [7502, 7911], "answer": "The Dolphins and Hydron further agree that they will not at any time do or cause to be done any act or thing, directly or indirectly, which contests or in any way impairs or tends to impair any part of the right, title and interest of the other in its Marks; and the Dolphins and Hydron shall not, in any manner, represent that it has any ownership interest in the other's Marks or the registrations therefor.", "file_path": "cuad/HYDRONTECHNOLOGIESINC_03_31_1997-EX-10.47-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Software License and Maintenance Agreement between SFG Financial Corp and 551 FX IB Associates, LLC; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [17790, 18005], "answer": "Subject to termination pursuant to this Agreement, the Non Exclusive license granted by Licensor to Licensee shall be for an initial  period of 36 months, commencing from the acceptance date, (the \"Initial Period\").", "file_path": "cuad/SFGFINANCIALCORP_05_12_2009-EX-10.1-SOFTWARE LICENSE AND MAINTENANCE AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [52551, 52909], "answer": "This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a \"Renewal Term\"), unless either Party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement (a \"Termination Notice\").", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}]
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [102320, 102856], "answer": "Accordingly, neither you nor any immediate or remote successor to any part of your interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you shall not sell, encumber, assign, transfer, convey, pledge, merge, or give away any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business. Any change in the control of you shall be deemed a transfer for purposes of this Agreement.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}]
Question: Consider the Intellectual Property Agreement between Motorola Solutions, Inc. and Zebra Technologies Corporation; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [38489, 39043], "answer": "Effective as of the applicable Closing Date, the Seller hereby sells, assigns, transfers, conveys and delivers all of its right, title, and interest in and to the Assigned IP (together with the goodwill of the business symbolized by any Trademarks that constitute Assigned IP) and all Ancillary IP Rights with respect thereto, and shall cause the other Seller Parties to do the same, to the Purchaser Assignees and, effective as of the applicable Closing Date, the Purchaser Assignees hereby purchase, acquire and accept the same from the Seller Parties.", "file_path": "cuad/ZEBRATECHNOLOGIESCORP_04_16_2014-EX-10.1-INTELLECTUAL PROPERTY AGREEMENT.txt"}, {"span": [39603, 40687], "answer": "If and to the extent that, as a matter of Law in any jurisdiction, ownership, title, or any rights or interest in or to any of the Assigned IP cannot be assigned as provided in Section 2.1(b)(i), (A) the Seller irrevocably agrees to (and shall cause the other Seller Parties to) assign and transfer, and the Seller hereby assigns and transfers (and shall cause the other Seller Parties to assign and transfer) to the Purchaser Assignees all rights (including all economic and commercialization rights) that can be assigned pursuant to Section 2.1(b)(i) to the fullest extent permissible, and (B) the Seller hereby grants to the Purchaser Assignees, and hereby agrees to cause the other Seller Parties to grant to the Purchaser Assignees, an unlimited, exclusive, irrevocable, assignable, transferable, sublicenseable, worldwide, perpetual, royalty-free, fully-paid up license to use, exploit, and commercialize in any manner now known or in the future discovered and for whatever purpose, any and all rights to Assigned IP that cannot be assigned as contemplated by Section 2.1(b)(i).", "file_path": "cuad/ZEBRATECHNOLOGIESCORP_04_16_2014-EX-10.1-INTELLECTUAL PROPERTY AGREEMENT.txt"}, {"span": [52854, 53124], "answer": "If the arbitrator determines that any Outstanding Patent should be or should have been, as applicable, an Assigned Patent, Seller shall (and shall cause the other Seller Parties to) assign such Patent to the Purchaser Assignees in accordance with Section 2.1(b)(iii)(E).", "file_path": "cuad/ZEBRATECHNOLOGIESCORP_04_16_2014-EX-10.1-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Sponsorship Agreement between Hydron Technologies, Inc. and Miami Dolphins, Ltd.; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [15375, 16309], "answer": "The Dolphins shall, at its own expense, maintain in effect throughout the term of this Agreement, comprehensive general liability insurance policies with carriers of recognized standing, with limits of liability of at least One Million Dollars ($1,000,000), governing any and all property damage and person injury (including death) arising out of activities covered by this Agreement. Hydron shall, at its own expense, maintain in effect throughout the term of this Agreement, comprehensive general liability insurance policies with carriers of recognized standing, with limits of liability of at least One Million Dollars ($1,000,000), covering any and all property damage and personal injury (including death) arising out of activities covered by this\n\n\n\n\n\nAgreement and shall obtain and maintain such additional insurance coverage as the Dolphins shall reasonably require with respect to any Sponsored Events or similar activities.", "file_path": "cuad/HYDRONTECHNOLOGIESINC_03_31_1997-EX-10.47-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between Emdeon Corporation and WebMD, Inc.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [2062, 2250], "answer": "Such license is a non-exclusive, non-transferrable and worldwide license and shall include the right to use, reproduce, copy and publish the Content solely in connection with the Software.", "file_path": "cuad/WebmdHealthCorp_20050908_S-1A_EX-10.7_1027007_EX-10.7_Content License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and Neoforma.com, Inc. for Medical and Healthcare Services; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [4197, 4360], "answer": "INITIAL TERM shall mean the Effective Date through the day prior to the second anniversary of the Effective Date, unless earlier terminated pursuant to Section 11.", "file_path": "cuad/NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement.txt"}]
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [44017, 44899], "answer": "In the event that Vyera experiences a Change of Control with a Third Party that is actively engaged in the Development, Manufacture or Commercialization of a Competitive Product, then, Vyera shall either: (a) within ninety (90) days after the closing of such Change of Control, enter into a binding written agreement to sell, transfer, assign or divest all of Vyera's and/or its Affiliate's rights in and to such Competitive Product to a non-Affiliate Third Party and consummate such sale, transfer, assignment or divestiture of said rights not later than ninety (90) days following the date of the binding Agreement; or (b) within six (6) months after the closing of such Change of Control, terminate any and all Development, Manufacturing, Commercialization and/or other exploitation of such Competitive Product; or (c) terminate this Agreement in accordance with Section 11.2(c).", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}, {"span": [152343, 152424], "answer": "A Change of Control shall be deemed an assignment for purposes of this Agreement.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}, {"span": [152835, 153012], "answer": "For clarity, nothing in this Agreement shall prohibit Vyera from undergoing any Change of Control, but if Vyera undergoes a Change of Control, it will be subject to Section 2.6.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}]
Question: Consider the Maintenance and Support Contract for SICAP(R) Modules between EuroTel Bratislava a.s. and Sicap Ltd.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [31162, 31332], "answer": "Sicap Ltd's liability for indirect loss, including consequential loss,       loss of profit, lost savings and loss caused by interruption of operations       is excluded.", "file_path": "cuad/SLOVAKWIRELESSFINANCECOBV_03_28_2001-EX-4.(B)(II).3-Maintenance and support contract for SICAP(R) modules.txt"}]
Question: Consider the Sponsorship Agreement between Hydron Technologies, Inc. and Miami Dolphins, Ltd.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [21588, 22372], "answer": "No party may assign any of its rights or obligations\n\nhereunder without the prior written consent of the other party, except that Hydron may assign its rights and obligations under this Agreement to its parent, its successor or to an affiliate (as such term is defined under the rules and regulations promulgated under the federal securities laws of the U.S.) upon the reasonable consent of the Dolphins that such affiliate assignee has the financial means and corporate authority to perform such obligations and Hydron may not withhold its consent to an assignment of this Agreement in the event of a merger or reorganization of the Dolphins, a sale of all or substantially all of the Dolphins' assets or a consolidation of the Dolphins with any of its affiliates or related parties.", "file_path": "cuad/HYDRONTECHNOLOGIESINC_03_31_1997-EX-10.47-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between Emdeon Corporation and WebMD, Inc.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [511, 759], "answer": "WebMD agrees to grant, and Emdeon agrees to accept, a license to use the Content (as defined below) in connection with various software products it has all right title and interest to (the \"Software\") in accordance with the terms of this Agreement.", "file_path": "cuad/WebmdHealthCorp_20050908_S-1A_EX-10.7_1027007_EX-10.7_Content License Agreement.txt"}, {"span": [1833, 2250], "answer": "Subject to Emdeon's compliance with the provisions of this Agreement, Emdeon is hereby authorized and licensed to use the Content by making such Content available to third parties verbatim or as source material via the Software. Such license is a non-exclusive, non-transferrable and worldwide license and shall include the right to use, reproduce, copy and publish the Content solely in connection with the Software.", "file_path": "cuad/WebmdHealthCorp_20050908_S-1A_EX-10.7_1027007_EX-10.7_Content License Agreement.txt"}, {"span": [6443, 6641], "answer": "Emdeon is hereby granted a non-exclusive and worldwide right to use WebMD's trademarks and logos (\"Marks\") for the purpose of identifying the origin of the Content during the term of this Agreement.", "file_path": "cuad/WebmdHealthCorp_20050908_S-1A_EX-10.7_1027007_EX-10.7_Content License Agreement.txt"}]
Question: Consider the Intellectual Property Agreement between Motorola Solutions, Inc. and Zebra Technologies Corporation; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [111761, 113470], "answer": "Neither party may assign (whether by operation of law or otherwise) this IP Agreement, or any of its licenses, rights, privileges or obligations hereunder, without the prior written consent of the other party, and any such attempted assignment shall be void; provided, however, that, following the Initial Closing Date, without any such prior written consent but upon prior written notice to the other party, each party may assign this IP Agreement to: (i) an Affiliate; (ii) a lender for collateral security; (iii) a Person that succeeds to all or substantially all of its business or assets to which this IP Agreement relates in connection with a merger or sale of all or substantially all of its assets to which this IP Agreement relates; or (iv) corporate reorganization of the party in which the ultimate ownership of the party immediately prior to such reorganization is the same as the ultimate ownership of the party immediately after such reorganization. If a Seller Party assigns or transfers any Licensed IP, the Seller shall (or shall cause the applicable Seller Party to) expressly condition such assignment or transfer on the express acknowledgement and agreement of the assignee or transferee that all such Licensed IP is bound by the license grants set forth herein. If Purchaser or a Purchaser Assignee assigns or transfers any Intellectual Property licensed to the Seller Parties pursuant to Section 2.1(c) or Section 2.1(d), the Purchaser shall (or shall cause the applicable Purchaser Assignee to) expressly condition such assignment or transfer on the express acknowledgement and agreement of the assignee or transferee that all such Intellectual Property is bound by such license grants.", "file_path": "cuad/ZEBRATECHNOLOGIESCORP_04_16_2014-EX-10.1-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [106761, 108080], "answer": "If, for any reason, this Agreement is not terminated pursuant to Section 10.1 and this Agreement is assumed, or assignment of the same to any person or entity who has made a bona fide offer to accept an assignment of this Agreement is contemplated pursuant to the United States Bankruptcy Code, then notice of such proposed assignment or assumption setting forth: (a) the name and address of the proposed assignee, and (b) all of the terms and conditions of the proposed assignment and assumption shall be given to us within twenty (20) days after receipt of such proposed assignee's offer to accept assignment of this Agreement, and, in any event, within ten (10) days prior to the date application is made to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and we shall thereupon have the prior right and option, to be exercised by notice given at any time prior to the effective date of such proposed assignment and assumption, to accept an assignment of this Agreement to us upon the same terms and conditions and for the same consideration, if any, as in the bona fide offer made by the proposed assignee, less any brokerage commissions which may be payable by you out of the consideration to be paid by such assignee for the assignment of this Agreement.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}]
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [36982, 37303], "answer": "CytoDyn hereby grants to Vyera, and Vyera hereby accepts, an exclusive royalty-bearing license (or sublicense, as the case may be), under the CytoDyn Patents, the CytoDyn Know-How and the Inventions (if any) solely to Commercialize, use, have used, offer for sale and sell Licensed Products in the Field in the Territory.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}, {"span": [38696, 39020], "answer": "In the event that such assignment would be unlawful, Vyera shall, and hereby does, grant to CytoDyn an exclusive, irrevocable, worldwide, sublicensable (including through multiple tiers), transferrable (without consent) royalty free license to any and all right, title and/or interest that it may have in or to an Invention.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}, {"span": [56074, 57147], "answer": "Without limiting the foregoing, Vyera shall have the exclusive right and responsibility throughout the Territory for the following: (a) receiving and accepting orders for the Licensed Product from customers; (b) distributing the Licensed Product to customers; (c) controlling invoicing and collection of accounts receivable for Licensed Product sales; (d) recording Licensed Product sales in its books of account for sales (in accordance with Vyera's accounting standards consistently applied (currently GAAP)); (e) subject to Section 5.5, determining pricing for the Licensed Product and all aspects of the promotion (including promotional materials) to be used in Commercializing Licensed Products; (f) negotiating with Third Parties, including without limitation, payors, pharmacy benefit managers and distributors, with respect to sales and distribution of Licensed Product; and (g) paying all rebates, chargebacks and other amounts due to customers in respect of Licensed Products (it being understood that all such amounts shall be deducted in calculating Net Sales).", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}, {"span": [63250, 63419], "answer": "Vyera shall purchase all of its requirements for supply of Licensed Product exclusively from CytoDyn in accordance with the terms and conditions of the Supply Agreement.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and LeadersOnline, Inc.; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [44147, 44514], "answer": "In addition, LeadersOnline shall not now or in the future contest the validity of VerticalNet's ownership of its Intellectual Property; provided, however, that LeadersOnline may contest the validity of VerticalNet's Intellectual Property in any proceeding brought against LeadersOnline alleging infringement or misappropriation of VerticalNet's Intellectual Property.", "file_path": "cuad/LeadersonlineInc_20000427_S-1A_EX-10.8_4991089_EX-10.8_Co-Branding Agreement.txt"}, {"span": [45033, 45400], "answer": "In addition, VerticalNet shall not now or in the future contest the validity of LeadersOnline's ownership of its Intellectual Property; provided, however, that VerticalNet may contest the validity of LeadersOnline's Intellectual Property in any proceeding brought against VerticalNet alleging infringement or misappropriation of LeadersOnline's Intellectual Property.", "file_path": "cuad/LeadersonlineInc_20000427_S-1A_EX-10.8_4991089_EX-10.8_Co-Branding Agreement.txt"}]
Question: Consider the Maintenance and Support Contract for SICAP(R) Modules between EuroTel Bratislava a.s. and Sicap Ltd.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [31673, 31865], "answer": "The rights and obligations under this maintenance and support contract may       not be assigned in whole or in part by either party without the prior       written consent by the other party.", "file_path": "cuad/SLOVAKWIRELESSFINANCECOBV_03_28_2001-EX-4.(B)(II).3-Maintenance and support contract for SICAP(R) modules.txt"}]
Question: Consider the Sponsorship Agreement between Hydron Technologies, Inc. and Miami Dolphins, Ltd.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [21288, 21390], "answer": "This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.", "file_path": "cuad/HYDRONTECHNOLOGIESINC_03_31_1997-EX-10.47-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Intellectual Property Agreement between Motorola Solutions, Inc. and Zebra Technologies Corporation; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [39603, 40687], "answer": "If and to the extent that, as a matter of Law in any jurisdiction, ownership, title, or any rights or interest in or to any of the Assigned IP cannot be assigned as provided in Section 2.1(b)(i), (A) the Seller irrevocably agrees to (and shall cause the other Seller Parties to) assign and transfer, and the Seller hereby assigns and transfers (and shall cause the other Seller Parties to assign and transfer) to the Purchaser Assignees all rights (including all economic and commercialization rights) that can be assigned pursuant to Section 2.1(b)(i) to the fullest extent permissible, and (B) the Seller hereby grants to the Purchaser Assignees, and hereby agrees to cause the other Seller Parties to grant to the Purchaser Assignees, an unlimited, exclusive, irrevocable, assignable, transferable, sublicenseable, worldwide, perpetual, royalty-free, fully-paid up license to use, exploit, and commercialize in any manner now known or in the future discovered and for whatever purpose, any and all rights to Assigned IP that cannot be assigned as contemplated by Section 2.1(b)(i).", "file_path": "cuad/ZEBRATECHNOLOGIESCORP_04_16_2014-EX-10.1-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; Is there a non-disparagement clause in this contract?
Relevant contract clauses:
[{"span": [74573, 75447], "answer": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation:   7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and LeadersOnline, Inc.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [20909, 21204], "answer": "During the 12 month period following the payment of any amount due under this Article 6, VerticalNet or its representative shall have the right to audit LeadersOnline's financial and other pertinent records relating to such payment in order to verify the amount of the payments owed and/or paid.", "file_path": "cuad/LeadersonlineInc_20000427_S-1A_EX-10.8_4991089_EX-10.8_Co-Branding Agreement.txt"}, {"span": [21902, 22116], "answer": "VerticalNet shall give reasonable advance notice to LeadersOnline of such audit and each audit shall be conducted in a manner that does not cause unreasonable disruption to the conduct of business by LeadersOnline.", "file_path": "cuad/LeadersonlineInc_20000427_S-1A_EX-10.8_4991089_EX-10.8_Co-Branding Agreement.txt"}]
Question: Consider the Content License Agreement between Emdeon Corporation and WebMD, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [11686, 12103], "answer": "Neither party shall have the right to sell, assign, transfer or hypothecate (all hereinafter referred to as \"assign\" or \"assignment\") this Agreement, or delegate any of its obligations hereunder, voluntarily or by operation of law, without the prior written consent of the other party. Any such purported assignment or delegation without such prior written consent shall be null and void and have no force and effect.", "file_path": "cuad/WebmdHealthCorp_20050908_S-1A_EX-10.7_1027007_EX-10.7_Content License Agreement.txt"}]
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [149260, 149575], "answer": "This Agreement and all disputes arising out of or related to this Agreement or any breach hereof shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law principles that would result in the application of the laws of any other jurisdiction.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}]
Question: Consider the Maintenance and Support Contract for SICAP(R) Modules between EuroTel Bratislava a.s. and Sicap Ltd.; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [30032, 30445], "answer": "After the initial period of two years, the maintenance and support       contract shall be automatically renewed for a period of one year on each       renewal date, unless one of the parties terminates the maintenance and       support contract through written notification to the other party in the       form of a registered letter with proof of receipt, at least six (6) weeks       prior to the renewal date.", "file_path": "cuad/SLOVAKWIRELESSFINANCECOBV_03_28_2001-EX-4.(B)(II).3-Maintenance and support contract for SICAP(R) modules.txt"}]
Question: Consider the Intellectual Property Agreement between Motorola Solutions, Inc. and Zebra Technologies Corporation; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [119140, 119426], "answer": "The Laws of the State of Delaware (without reference to its principles of conflicts of law) shall govern the construction, interpretation and other matters arising out of or in connection with this IP Agreement and its schedules (whether arising in contract, tort, equity or otherwise).", "file_path": "cuad/ZEBRATECHNOLOGIESCORP_04_16_2014-EX-10.1-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Master Franchise Agreement between Kiosk Concepts, Inc. and The Grilled Cheese Truck, Inc.; Is there a clause preventing the solicitation of customers in this contract?
Relevant contract clauses:
[{"span": [74573, 75447], "answer": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation:   7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System.", "file_path": "cuad/SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1.txt"}]
Question: Consider the Sponsorship Agreement between Hydron Technologies, Inc. and Miami Dolphins, Ltd.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [1751, 1979], "answer": "If Hydron does not timely exercise its right to terminate this Agreement, then Hydron agrees that this Agreement shall continue for the entire four (4) year term unless earlier terminated pursuant to Section 8 of this Agreement.", "file_path": "cuad/HYDRONTECHNOLOGIESINC_03_31_1997-EX-10.47-SPONSORSHIP AGREEMENT.txt"}]
Question: Consider the Content License Agreement between Emdeon Corporation and WebMD, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [12740, 12895], "answer": "This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without application of conflict of laws principles.", "file_path": "cuad/WebmdHealthCorp_20050908_S-1A_EX-10.7_1027007_EX-10.7_Content License Agreement.txt"}]
Question: Consider the Maintenance and Support Contract for SICAP(R) Modules between EuroTel Bratislava a.s. and Sicap Ltd.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [30032, 30445], "answer": "After the initial period of two years, the maintenance and support       contract shall be automatically renewed for a period of one year on each       renewal date, unless one of the parties terminates the maintenance and       support contract through written notification to the other party in the       form of a registered letter with proof of receipt, at least six (6) weeks       prior to the renewal date.", "file_path": "cuad/SLOVAKWIRELESSFINANCECOBV_03_28_2001-EX-4.(B)(II).3-Maintenance and support contract for SICAP(R) modules.txt"}]
Question: Consider the Co-Branding Agreement between VerticalNet, Inc. and LeadersOnline, Inc.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [9970, 10230], "answer": "VerticalNet hereby grants LeadersOnline a non-exclusive, nontransferable, royalty-free right and license for the Term of this Agreement to utilize a VerticalNet Mark in a form approved by VerticalNet for the design and display of  the VerticalNet Branded Link.", "file_path": "cuad/LeadersonlineInc_20000427_S-1A_EX-10.8_4991089_EX-10.8_Co-Branding Agreement.txt"}, {"span": [10256, 10398], "answer": "VerticalNet hereby grants to LeadersOnline a non- exclusive, non-transferable, royalty-free right and license to link to the VerticalNet Site.", "file_path": "cuad/LeadersonlineInc_20000427_S-1A_EX-10.8_4991089_EX-10.8_Co-Branding Agreement.txt"}, {"span": [13589, 14034], "answer": "LeadersOnline hereby grants VerticalNet a non- exclusive, nontransferable, royalty-free right and license for the Term of this Agreement to use, copy or modify the LeadersOnline Mark, text describing LeadersOnline and the URL address of the LeadersOnline Site for the design and display of the LeadersOnline Employer Spotlights, provided, VerticalNet shall not alter the appearance of the LeadersOnline Mark without the consent of LeadersOnline.", "file_path": "cuad/LeadersonlineInc_20000427_S-1A_EX-10.8_4991089_EX-10.8_Co-Branding Agreement.txt"}, {"span": [14079, 14275], "answer": "Subject to the limitations set forth in Section 5.2  [Restrictions] hereof, VerticalNet hereby grants to LeadersOnline a non-exclusive, nontransferable right and license to access the Resume Bank.", "file_path": "cuad/LeadersonlineInc_20000427_S-1A_EX-10.8_4991089_EX-10.8_Co-Branding Agreement.txt"}]
Question: Consider the Commercialization and License Agreement between Vyera Pharmaceuticals, LLC and CytoDyn Inc. for Leronlimab; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [113969, 114153], "answer": "The term of this Agreement (\"Term\") shall commence upon the Effective Date and, unless earlier terminated pursuant to this Article 11, shall expire on the last day of the Royalty Term.", "file_path": "cuad/CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement.txt"}]
Question: Consider the Intellectual Property Agreement between Motorola Solutions, Inc. and Zebra Technologies Corporation; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [102700, 103069], "answer": "The term of this IP Agreement shall be from the Effective Date until all of the Intellectual Property licensed hereunder is in the public domain (provided, however, that in such event the representations and warranties in Article III shall survive (and terminate) in accordance with the Acquisition Agreement) or this IP Agreement is terminated pursuant to Section 4.3.", "file_path": "cuad/ZEBRATECHNOLOGIESCORP_04_16_2014-EX-10.1-INTELLECTUAL PROPERTY AGREEMENT.txt"}]