orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Co-Branding Agreement between Skype Communications, Skype Technologies, TOM Online (BVI) Limited, TOM Online Inc., and Tel-Online Limited; Does this contract provide for joint intellectual property ownership?
Relevant contract clauses:
[{"span": [48611, 49530], "answer": "if such rights comprise (i) analysis prepared for or on behalf of the Parties as participants in the Company-Skype Branded Application, or (ii) any intellectual property right co-developed by the Parties, or (iii) of any Support Information, or (iv) any data as specifically provided to Skype or the Online Group by Company-Skype Branded Customers (\"Joint Data\"), other than that set forth in Sections 4.2.3.2.1 and 4.2.3.2.2 above and other than any Group Rights or Skype Rights, then such rights shall be jointly owned by the Parties, and may be exploited by any Party in accordance with this Agreement, and outside of this Agreement to the extent such exploitation would not, (x) in the case of Online BVI, violate or infringe upon the Skype Rights, (y) in the case of Skype, violate or infringe upon the Group Rights, or (z) in the case of the Company, violate or infringe upon the Group Rights or the Skype Rights.", "file_path": "cuad/TomOnlineInc_20060501_20-F_EX-4.46_749700_EX-4.46_Co-Branding Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between Lion Biotechnologies, Inc. and The University of Texas M. D. Anderson Cancer Center for Cancer Research; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [64665, 64931], "answer": "Accordingly, LBIO shall have available, in addition to any other right or remedy available to it, the right to seek an injunction from a court of competent jurisdiction restraining such a breach (or threatened breach) and to specific performance of any such Section.", "file_path": "cuad/IOVANCEBIOTHERAPEUTICS,INC_08_03_2017-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [67817, 68527], "answer": "NEITHER LBIO NOR MD ANDERSON, NOR ANY OF THEIR AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS OR EMPLOYEES, SHALL HAVE ANY LIABILITY OF ANY TYPE, FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF OPPORTUNITY, LOSS OF USE, OR LOSS OF REVENUE OR PROFIT, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY STUDY ORDER; PROVIDED, THAT, THE FOREGOING DISCLAIMER SHALL NOT APPLY WITH RESPECT TO (1) A PARTY'S INDEMNIFICATION OBLIGATIONS, (2) A PARTY'S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO CONFIDENTIALITY AND NON-USE OR INTELLECTUAL PROPERTY-RELATED MATTERS OR (3) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.", "file_path": "cuad/IOVANCEBIOTHERAPEUTICS,INC_08_03_2017-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the License and Hosting Agreement between Transaction Applications Group, Inc. and Legacy Marketing Group, Inc.; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [32472, 32936], "answer": "Commencing upon a notice of termination under Section 6.2 or 6.3 (including notice based upon default by TAG) and continuing for a period, designated by TAG, of up to twelve (12) months thereafter, LMG shall provide to TAG the reasonable termination assistance requested by TAG to allow the LMG Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the LMG Services to TAG or its designee (\"Termination Assistance\").", "file_path": "cuad/REGANHOLDINGCORP_03_31_2008-EX-10-LICENSE AND HOSTING AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Cremer OLEO GmbH & Co KG and Ultragenyx Pharmaceutical Inc. for Triheptanoin; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [6032, 6328], "answer": "In the event that the Product fails to conform to the Product Specifications, and/or GMP, Ultragenyx may reject the Product by giving written notice to Cremer within [***] days after receipt of the Product and all documentation (except such [***] day period will not apply for any latent defect).", "file_path": "cuad/ULTRAGENYXPHARMACEUTICALINC_12_23_2013-EX-10.9-SUPPLY AGREEMENT.txt"}]
Question: Consider the Marketing and Transportation Services Agreement between Purolator Courier Ltd. and Parcelway Courier Systems Canada Ltd. (Dynamex Inc.); Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [47554, 47970], "answer": "In the event this Agreement is terminated pursuant to the provisions of         paragraph 17, then the Party in default shall not enter into an         agreement with any other Party to provide services similar to those         provided herein or to provide its services similar to those provided for         herein without an agreement, for a period of six (6) months from the         effective date of termination.", "file_path": "cuad/DYNAMEXINC_06_06_1996-EX-10.4-TRANSPORTATION SERVICES AGREEMENT.txt"}, {"span": [47980, 48417], "answer": "In the event this Agreement is terminated pursuant to the provisions of         paragraph 19.2, then the Party whose control has changed shall not         enter into an agreement with any other Party to provide services similar         to those provided herein or to provide its services similar to those         provided for herein without an agreement, for a period of twelve (12)         months from the effective date of termination.", "file_path": "cuad/DYNAMEXINC_06_06_1996-EX-10.4-TRANSPORTATION SERVICES AGREEMENT.txt"}]
Question: Consider the Development Agreement between BP America Production Company and True North Energy Corp.; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [31127, 31361], "answer": "BP shall then have an optional prior right, for a period of fifteen (15) days after receipt of such written notice, to purchase for the stated consideration on the same terms and conditions the interest which Company proposes to sell.", "file_path": "cuad/TRUENORTHENERGYCORP_02_08_2007-EX-10.1-DEVELOPMENT AGREEMENT.txt"}]
Question: Consider the Distribution and Services Agreement between Integrity Short Term Government Fund and Integrity Funds Distributor, LLC; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [20614, 21291], "answer": "This Agreement shall continue until January 18, 2022, and thereafter shall continue automatically for successive annual periods ending on January 18th of each year, provided such continuance is specifically approved at least annually by (a) the Fund's Board of Trustees and (b) a vote of a majority (as defined in the 1940 Act) of the Fund's Trustees who are not interested persons (as defined in the 1940 Act) of the Fund and who have no direct or indirect financial interest in the operation of the Plan, in this Agreement, or any agreement related to the Plan (the \"Qualified Trustees\"), by vote cast in person at a meeting called for the purpose of voting on such approval.", "file_path": "cuad/IntegrityFunds_20200121_485BPOS_EX-99.E UNDR CONTR_11948727_EX-99.E UNDR CONTR_Service Agreement.txt"}]
Question: Consider the Consulting and Product Development Agreement between Emerald Health Sciences Inc., Emerald Health Nutraceuticals Inc., and Dr. Michael T. Murray; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [11260, 11597], "answer": "This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Arizona without regard to conflict of law principles, may not be amended except by a writing signed by both parties, and shall supersede any and all prior discussions and writings between the parties concerning the subject matter.", "file_path": "cuad/EmeraldHealthBioceuticalsInc_20200218_1-A_EX1A-6 MAT CTRCT_11987205_EX1A-6 MAT CTRCT_Development Agreement.txt"}]
Question: Consider the Development Agreement between BP America Production Company and True North Energy Corp.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [36201, 36497], "answer": "This Agreement and all matters pertaining hereto shall be governed by and construed under the laws of the State of Louisiana, except to the extent that the conflict of law rules of said state would require that the laws of another state would govern its validity, construction, or interpretation.", "file_path": "cuad/TRUENORTHENERGYCORP_02_08_2007-EX-10.1-DEVELOPMENT AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Lion Biotechnologies, Inc. and The University of Texas M. D. Anderson Cancer Center for Cancer Research; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [29854, 30184], "answer": "MD Anderson shall make such records available to LBIO upon reasonable notice during MD Anderson's normal business hours. LBIO may use the records and Reports (as defined below) for any purpose, including interactions and communications with, and/or submissions and filings to the applicable governmental or regulatory authorities.", "file_path": "cuad/IOVANCEBIOTHERAPEUTICS,INC_08_03_2017-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Marketing and Transportation Services Agreement between Purolator Courier Ltd. and Parcelway Courier Systems Canada Ltd. (Dynamex Inc.); Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [8102, 8548], "answer": "It is understood        and agreed that Dynamex, from time to time and upon request, may provide        pick-up and/or delivery services for other next-day or multiple day        courier service providers, as part of their next-day and multiple day        service commitment, provided Dynamex' services will not result in the        provision of same day service to the customer of the provider of        next-day or multiple day courier service.", "file_path": "cuad/DYNAMEXINC_06_06_1996-EX-10.4-TRANSPORTATION SERVICES AGREEMENT.txt"}, {"span": [8558, 8856], "answer": "Dynamex may continue to provide the same day service it currently        provides to Alltours customers, provided revenue to Dynamex from this        business does not exceed Five Thousand Dollars ($5,000.00) per month        provided there is no change in control, direct or indirect, in Alltours.", "file_path": "cuad/DYNAMEXINC_06_06_1996-EX-10.4-TRANSPORTATION SERVICES AGREEMENT.txt"}]
Question: Consider the License and Hosting Agreement between Transaction Applications Group, Inc. and Legacy Marketing Group, Inc.; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [3728, 4041], "answer": "LMG grants TAG a worldwide, nonexclusive, irrevocable, perpetual license to load, execute, access, employ, use, store, or display (\"Use\") the object code version of the LMG Tools and Documentation (the \"License\") for the period specified in Exhibit A in accordance with the terms and conditions of this Agreement.", "file_path": "cuad/REGANHOLDINGCORP_03_31_2008-EX-10-LICENSE AND HOSTING AGREEMENT.txt"}, {"span": [8295, 8597], "answer": "LMG will maintain, through the Conversion Date or such other date as is specified in Exhibit A, its existing licenses for the Other Third Party Software and provide TAG access to and an irrevocable \"look access only\" right and license to use the Other Third Party Software and applicable Documentation.", "file_path": "cuad/REGANHOLDINGCORP_03_31_2008-EX-10-LICENSE AND HOSTING AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Lion Biotechnologies, Inc. and The University of Texas M. D. Anderson Cancer Center for Cancer Research; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [48020, 48843], "answer": "MD Anderson hereby grants LBIO a non-exclusive, royalty free, perpetual license (with rights to sub-license) under, in and to all Background Intellectual Property that is: (a) owned by MD Anderson; (b) consists of and/or comprises the manufacturing protocol utilized by MD Anderson in the conduct of a Study; and (c) reasonably necessary to exploit (including developing, obtaining and maintaining regulatory approval for, manufacturing, or commercializing) any Invention, Study result, or Study article, or any improvement or derivative thereof, strictly limited to the Fields (collectively, the \"Non-Exclusively Licensed MD Anderson Background Intellectual Property\"), to the extent that such Non- Exclusively Licensed MD Anderson Background Intellectual Property does not include Third Party IP (as defined hereinafter).", "file_path": "cuad/IOVANCEBIOTHERAPEUTICS,INC_08_03_2017-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [48850, 49308], "answer": "MD Anderson also grants LBIO a non-exclusive, royalty free, perpetual license (with rights to sub-license) under, in and to any and all data generated by MD Anderson in conducting studies of TILs in double refractory melanoma outside of the Collaboration and as of the Effective Date, and LBIO shall have unrestricted rights to use such double refractory melanoma data in governmental and regulatory submissions, including submissions that may become public.", "file_path": "cuad/IOVANCEBIOTHERAPEUTICS,INC_08_03_2017-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Development Agreement between BP America Production Company and True North Energy Corp.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [28030, 28229], "answer": "Except as provided in Sections 6.2, 6.3, 6.4, and 6.5, this Agreement shall terminate one (1) year from the Rig Release Date, if such has not been terminated sooner pursuant to the provisions hereof.", "file_path": "cuad/TRUENORTHENERGYCORP_02_08_2007-EX-10.1-DEVELOPMENT AGREEMENT.txt"}]
Question: Consider the Marketing and Transportation Services Agreement between Purolator Courier Ltd. and Parcelway Courier Systems Canada Ltd. (Dynamex Inc.); What is the governing law for this contract?
Relevant contract clauses:
[{"span": [43832, 43942], "answer": "This Agreement shall be governed and construed in accordance with the         laws of the Province of Ontario.", "file_path": "cuad/DYNAMEXINC_06_06_1996-EX-10.4-TRANSPORTATION SERVICES AGREEMENT.txt"}]
Question: Consider the Consulting and Product Development Agreement between Emerald Health Sciences Inc., Emerald Health Nutraceuticals Inc., and Dr. Michael T. Murray; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [6492, 6846], "answer": "The Services Term of this Agreement shall be automatically renewed for successive two-year terms thereafter unless written notice is given by either party to the other, indicating that party's intention not to renew the Services Term of this Agreement, at least ninety (90) days prior to the end of the initial Services Term or any renewed Services Term.", "file_path": "cuad/EmeraldHealthBioceuticalsInc_20200218_1-A_EX1A-6 MAT CTRCT_11987205_EX1A-6 MAT CTRCT_Development Agreement.txt"}]
Question: Consider the Sponsorship and Services Agreement between HOF Village, LLC, National Football Museum, Inc., and Constellation NewEnergy, Inc.; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [18587, 19411], "answer": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree: (A) the licensor Party's Marks (or any of them); (B) any applications for registration and/or registrations therefor; (C) the goodwill related to the licensor Party's Marks (or any of them); (D) a licensor Party's federal, state and/or common law and other rights in or to the licensor Party's Marks; (E) a licensor Party's right, title, interest, and ownership in and to the licensor Party's Marks; and/or (F) the validity or enforceability of the any of the foregoing.", "file_path": "cuad/GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement.txt"}]
Question: Consider the Supply Agreement between Cremer OLEO GmbH & Co KG and Ultragenyx Pharmaceutical Inc. for Triheptanoin; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [8744, 8848], "answer": "Cremer's liability arising from this Agreement is limited to intentional misconduct or gross negligence.", "file_path": "cuad/ULTRAGENYXPHARMACEUTICALINC_12_23_2013-EX-10.9-SUPPLY AGREEMENT.txt"}, {"span": [9072, 9355], "answer": "NEITHER PARTY MAY CLAIM AND NEITHER PARTY IS LIABLE FOR CLAIMS FOR INDIRECT DAMAGES AND LOSSES, SUCH AS SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE, ANY LOSS OF ACTUAL OR ANTICIPATED PROFIT, OR REVENUE, ANTICIPATED SAVINGS OR BUSINESS OR DAMAGE TO GOODWILL OR BRAND EQUITY, ARE EXCLUDED.", "file_path": "cuad/ULTRAGENYXPHARMACEUTICALINC_12_23_2013-EX-10.9-SUPPLY AGREEMENT.txt"}]
Question: Consider the License and Hosting Agreement between Transaction Applications Group, Inc. and Legacy Marketing Group, Inc.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [3728, 4041], "answer": "LMG grants TAG a worldwide, nonexclusive, irrevocable, perpetual license to load, execute, access, employ, use, store, or display (\"Use\") the object code version of the LMG Tools and Documentation (the \"License\") for the period specified in Exhibit A in accordance with the terms and conditions of this Agreement.", "file_path": "cuad/REGANHOLDINGCORP_03_31_2008-EX-10-LICENSE AND HOSTING AGREEMENT.txt"}, {"span": [4391, 4661], "answer": "The License grant includes a license under all current and future patents owned by or licensed to LMG that are applicable to the LMG Tools and Documentation or the provision or receipt of the LMG Services, to the extent necessary to exercise any of the foregoing rights.", "file_path": "cuad/REGANHOLDINGCORP_03_31_2008-EX-10-LICENSE AND HOSTING AGREEMENT.txt"}]
Question: Consider the Consulting and Product Development Agreement between Emerald Health Sciences Inc., Emerald Health Nutraceuticals Inc., and Dr. Michael T. Murray; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [6492, 6846], "answer": "The Services Term of this Agreement shall be automatically renewed for successive two-year terms thereafter unless written notice is given by either party to the other, indicating that party's intention not to renew the Services Term of this Agreement, at least ninety (90) days prior to the end of the initial Services Term or any renewed Services Term.", "file_path": "cuad/EmeraldHealthBioceuticalsInc_20200218_1-A_EX1A-6 MAT CTRCT_11987205_EX1A-6 MAT CTRCT_Development Agreement.txt"}]
Question: Consider the Sponsorship and Services Agreement between HOF Village, LLC, National Football Museum, Inc., and Constellation NewEnergy, Inc.; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [46332, 46887], "answer": "Constellation shall, at its own expense, secure and maintain in full force and effect throughout the Term (a) insurance coverage for defamation, trademark and service mark infringement, unfair competition, copyright infringement, and infringement of a person's right of publicity and right of privacy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] per occurrence; and (b) a general liability insurance policy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] in aggregate.", "file_path": "cuad/GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement.txt"}, {"span": [47000, 47233], "answer": "Constellation shall provide the HOF Entities with certificates of insurance, naming each HOF Entity as an additional insured, evidencing the existence of such insurance policies within ten (10) days after execution of this Agreement.", "file_path": "cuad/GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement.txt"}]
Question: Consider the Co-Branding Agreement between Skype Communications, Skype Technologies, TOM Online (BVI) Limited, TOM Online Inc., and Tel-Online Limited; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [52314, 52530], "answer": "In consideration of the licenses and other agreements set forth herein, Skype shall be entitled to receive 50% of all Adjusted Net Revenue, and the Company shall be entitled to receive 50% of all Adjusted Net Revenue", "file_path": "cuad/TomOnlineInc_20060501_20-F_EX-4.46_749700_EX-4.46_Co-Branding Agreement.txt"}, {"span": [52532, 53473], "answer": "Notwithstanding the foregoing, Online BVI shall be entitled to receive 50% of all Adjusted Net Revenue, in lieu of the Company's right to be paid hereunder, in the event that (A) this Agreement remains in effect, (B) Online BVI assumes the obligations of the Company hereunder, and (C) (i) the Deed is terminated pursuant to the terms thereof, or (ii)) the Company is being or has been wound up, liquidated or dissolved. Unless otherwise mutually agreed by the Parties in writing, the Company and Online BVI shall provide for, or make available, the payment methods, fraud prevention mechanisms, and other services related to the receipt of payments in connection with SkypeOut, SkypeIn or Skype Plus services provided through the Company-Skype Branded Application or Company-Skype Branded Web Site (\"Payment Services\"), in each case as shall be previously approved in writing by Skype, which approval may be withheld in its sole discretion.", "file_path": "cuad/TomOnlineInc_20060501_20-F_EX-4.46_749700_EX-4.46_Co-Branding Agreement.txt"}, {"span": [56461, 56877], "answer": "The respective Parties shall use their best efforts to accompany each respective Statement with payment, to Skype, if provided by the Company or Online BVI (or their associated third parties set forth above), or to the Company (or Online BVI, as applicable), if provided by Skype (or its associated third parties set forth above), as applicable, of 50% of the Adjusted Net Revenue shown on the respective Statements.", "file_path": "cuad/TomOnlineInc_20060501_20-F_EX-4.46_749700_EX-4.46_Co-Branding Agreement.txt"}]
Question: Consider the Supply Agreement between Cremer OLEO GmbH & Co KG and Ultragenyx Pharmaceutical Inc. for Triheptanoin; Are there any price restrictions or controls specified in this contract?
Relevant contract clauses:
[{"span": [3496, 3721], "answer": "The prices payable by Ultragenyx to Cremer for the Product (the \"Price\") shall be agreed [***] every contract year; provided, that the Price may not increase more than the [***] for such period or [***]%, whichever is higher.", "file_path": "cuad/ULTRAGENYXPHARMACEUTICALINC_12_23_2013-EX-10.9-SUPPLY AGREEMENT.txt"}]
Question: Consider the License and Hosting Agreement between Transaction Applications Group, Inc. and Legacy Marketing Group, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [46314, 46698], "answer": "This Agreement shall be binding on the parties and their respective successors in interest and assigns, but neither party shall have the power to assign this Agreement without the prior written consent of the other party. LMG may not subcontract or delegate any of its duties or obligations of performance in this Agreement to any third party without the prior written consent of TAG.", "file_path": "cuad/REGANHOLDINGCORP_03_31_2008-EX-10-LICENSE AND HOSTING AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Cremer OLEO GmbH & Co KG and Ultragenyx Pharmaceutical Inc. for Triheptanoin; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [1603, 1672], "answer": "Cremer shall supply Ultragenyx exclusively with the Product worldwide", "file_path": "cuad/ULTRAGENYXPHARMACEUTICALINC_12_23_2013-EX-10.9-SUPPLY AGREEMENT.txt"}, {"span": [1824, 1886], "answer": "Ultragenyx shall purchase the Product exclusively from Cremer.", "file_path": "cuad/ULTRAGENYXPHARMACEUTICALINC_12_23_2013-EX-10.9-SUPPLY AGREEMENT.txt"}]
Question: Consider the Development Agreement between LEO Pharma A/S and Galen (Chemicals) Limited for Combination Product; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [24842, 25428], "answer": "Neither Party shall be liable to the Other Party for any direct, indirect, consequential, incidental, special, punitive or exemplary damages arising out of or relating to the\n\n                                                                               9\n\nsuspension or termination of any of its obligations or duties under this Agreement by reason of the occurrence of Force Majeure. In the event that Force Majeure has occurred and is continuing for a period of at least six (6) months, the Other Party shall have the right to terminate this Agreement upon thirty (30) days' notice.", "file_path": "cuad/WARNERCHILCOTTPLC_12_31_2003-EX-4.36-DEVELOPMENT AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Lion Biotechnologies, Inc. and The University of Texas M. D. Anderson Cancer Center for Cancer Research; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [40779, 40941], "answer": "In addition, to the extent that it is legally able to do so, MD Anderson hereby grants LBIO a royalty-free right and license to use and reproduce any Publication.", "file_path": "cuad/IOVANCEBIOTHERAPEUTICS,INC_08_03_2017-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [48020, 48843], "answer": "MD Anderson hereby grants LBIO a non-exclusive, royalty free, perpetual license (with rights to sub-license) under, in and to all Background Intellectual Property that is: (a) owned by MD Anderson; (b) consists of and/or comprises the manufacturing protocol utilized by MD Anderson in the conduct of a Study; and (c) reasonably necessary to exploit (including developing, obtaining and maintaining regulatory approval for, manufacturing, or commercializing) any Invention, Study result, or Study article, or any improvement or derivative thereof, strictly limited to the Fields (collectively, the \"Non-Exclusively Licensed MD Anderson Background Intellectual Property\"), to the extent that such Non- Exclusively Licensed MD Anderson Background Intellectual Property does not include Third Party IP (as defined hereinafter).", "file_path": "cuad/IOVANCEBIOTHERAPEUTICS,INC_08_03_2017-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [48850, 49308], "answer": "MD Anderson also grants LBIO a non-exclusive, royalty free, perpetual license (with rights to sub-license) under, in and to any and all data generated by MD Anderson in conducting studies of TILs in double refractory melanoma outside of the Collaboration and as of the Effective Date, and LBIO shall have unrestricted rights to use such double refractory melanoma data in governmental and regulatory submissions, including submissions that may become public.", "file_path": "cuad/IOVANCEBIOTHERAPEUTICS,INC_08_03_2017-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Sponsorship and Services Agreement between HOF Village, LLC, National Football Museum, Inc., and Constellation NewEnergy, Inc.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [27293, 27590], "answer": "In January of each calendar year Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.", "file_path": "cuad/GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement.txt"}]
Question: Consider the Co-Branding Agreement between Skype Communications, Skype Technologies, TOM Online (BVI) Limited, TOM Online Inc., and Tel-Online Limited; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [36649, 37032], "answer": "Notwithstanding the foregoing, upon the prior written approval of Online BVI, which approval may be withheld in its sole discretion, the Company shall be permitted to sublicense its rights hereunder to a wholly-owned Subsidiary of the Company or a majority-owned Subsidiary of Tom Holding, for the same purpose and under the same terms and conditions as the license set forth herein.", "file_path": "cuad/TomOnlineInc_20060501_20-F_EX-4.46_749700_EX-4.46_Co-Branding Agreement.txt"}, {"span": [102526, 102768], "answer": "This Agreement may not be assigned by a party to this Agreement to any other Person without the express written approval of the other parties to this Agreement and any attempt at assignment in violation of this section shall be null and void.", "file_path": "cuad/TomOnlineInc_20060501_20-F_EX-4.46_749700_EX-4.46_Co-Branding Agreement.txt"}]
Question: Consider the Marketing and Transportation Services Agreement between Purolator Courier Ltd. and Parcelway Courier Systems Canada Ltd. (Dynamex Inc.); What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [3307, 3509], "answer": "This Agreement shall be effective from the date first above written and         shall continue indefinitely until terminated by either Party in          accordance with the provisions of this Agreement.", "file_path": "cuad/DYNAMEXINC_06_06_1996-EX-10.4-TRANSPORTATION SERVICES AGREEMENT.txt"}]
Question: Consider the Consulting and Product Development Agreement between Emerald Health Sciences Inc., Emerald Health Nutraceuticals Inc., and Dr. Michael T. Murray; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [6354, 6491], "answer": "Dr. Murray's obligations set out herein shall be performed from the Effective Date until December 31, 2018 (the initial \"Services Term\").", "file_path": "cuad/EmeraldHealthBioceuticalsInc_20200218_1-A_EX1A-6 MAT CTRCT_11987205_EX1A-6 MAT CTRCT_Development Agreement.txt"}, {"span": [6851, 7041], "answer": "Except as otherwise stated herein as pertaining only to a Services Term, this Agreement shall remain in effect for ten years, unless terminated in accordance with Sections 6.1 (a) or 6.2(b).", "file_path": "cuad/EmeraldHealthBioceuticalsInc_20200218_1-A_EX1A-6 MAT CTRCT_11987205_EX1A-6 MAT CTRCT_Development Agreement.txt"}]
Question: Consider the Development Agreement between LEO Pharma A/S and Galen (Chemicals) Limited for Combination Product; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [20877, 21190], "answer": "This Agreement shall be binding upon, and shall inure to the benefit of successors of the Parties hereto, or to any assignee of all of the goodwill and entire business assets of a Party hereto relating to pharmaceuticals, but shall not otherwise be assignable without the prior written consent of the other Party.", "file_path": "cuad/WARNERCHILCOTTPLC_12_31_2003-EX-4.36-DEVELOPMENT AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Lion Biotechnologies, Inc. and The University of Texas M. D. Anderson Cancer Center for Cancer Research; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [45160, 45645], "answer": "MD Anderson shall promptly make full written disclosure to LBIO, shall hold in trust for the sole right and benefit of LBIO, and hereby assigns, transfers and conveys to LBIO, or its designee, all of MD Anderson's worldwide right, title and interest in and to any and all Inventions and all Intellectual Property Rights therein and relating thereto[, provided that MD Anderson shall retain the right to use any such Invention for internal research, academic, and patient care purposes]", "file_path": "cuad/IOVANCEBIOTHERAPEUTICS,INC_08_03_2017-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [45647, 46494], "answer": "MD Anderson further acknowledges and agrees that all original works of authorship that are made by MD Anderson (solely or jointly with others) in the performance of the Research, excluding any publication made in accordance with Section 6.4 (a \"Work\") and that are protectable by copyright are \"works made for hire,\" as that term is defined in the United States Copyright Act. However, to the extent that any Work may not, by operation of any Laws, be a work made for hire, MD Anderson hereby assigns, transfers and conveys to LBIO all of MD Anderson's worldwide right, title and interest in and to such Work, including all Intellectual Property Rights therein and relating thereto, subject to MD Anderson's right to use such Work for internal research, academic, and non-commercial patient care purposes prior to publication or public disclosure.", "file_path": "cuad/IOVANCEBIOTHERAPEUTICS,INC_08_03_2017-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Transportation Service Agreement between Arkansas Western Pipeline Company and Associated Natural Gas Company; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [4797, 5094], "answer": "Any portions of this Agreement necessary to balance receipts                   and deliveries under this Agreement as required by the FTS/ITS                   Rate Schedule, shall survive the other parts of this Agreement                   until such time as such balancing has been accomplished.", "file_path": "cuad/ATMOSENERGYCORP_11_22_2002-EX-10.17-TRANSPORTATION SERVICE AGREEMENT.txt"}]
Question: Consider the License and Hosting Agreement between Transaction Applications Group, Inc. and Legacy Marketing Group, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [53291, 53414], "answer": "RATHER THESE RIGHTS AND OBLIGATIONS SHALL BE GOVERNED BY THE LAWS, OTHER THAN CHOICE OF LAW RULES, OF THE STATE OF GEORGIA.", "file_path": "cuad/REGANHOLDINGCORP_03_31_2008-EX-10-LICENSE AND HOSTING AGREEMENT.txt"}]
Question: Consider the Franchise Development Agreement between El Pollo Loco, Inc. and Developer; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [26154, 26549], "answer": "Developer expressly acknowledges El Pollo Loco's exclusive right, title, and interest in an to the trade name, service mark and trademark \"El Pollo Loco\", and such other trade names, service marks, and trademarks which are designated as part of the El Pollo Loco® System (the \"Marks\"), and Developer agrees not to represent in any manner that Developer has any ownership in El Pollo Loco® Marks.", "file_path": "cuad/ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement.txt"}]
Question: Consider the Co-Branding Agreement between Skype Communications, Skype Technologies, TOM Online (BVI) Limited, TOM Online Inc., and Tel-Online Limited; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [102769, 103196], "answer": "Notwithstanding the foregoing, Skype or Skype Holding may assign this Agreement to a third party without such consent in the event of a merger, reorganization or sale of all or substantially all of Skype's or Skype Holding's assets or voting securities, provided that written notice of such assignment is delivered to Online BVI and the Company and the assignee assumes all the responsibilities and obligations provided herein.", "file_path": "cuad/TomOnlineInc_20060501_20-F_EX-4.46_749700_EX-4.46_Co-Branding Agreement.txt"}]
Question: Consider the Transportation Service Agreement between Arkansas Western Pipeline Company and Associated Natural Gas Company; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [916, 1247], "answer": "\"Maximum Daily Delivery Obligation (MDDO)\" means the maximum                   daily quantity of natural gas, expressed in Dekatherms (Dth),                   that Transporter is obligated to deliver from time to time at                   the Point(s) of Delivery specified in Exhibit B to the                   executed Agreement.", "file_path": "cuad/ATMOSENERGYCORP_11_22_2002-EX-10.17-TRANSPORTATION SERVICE AGREEMENT.txt"}, {"span": [1267, 1544], "answer": "\"Maximum Daily Quantity (MDQ) \" means the maximum daily                   quantity of natural gas, expressed* in Dth's, that Transporter                   is obligated under the executed Agreement to transport on                   behalf of' Shipper, which shall be 23,000 Dth.", "file_path": "cuad/ATMOSENERGYCORP_11_22_2002-EX-10.17-TRANSPORTATION SERVICE AGREEMENT.txt"}, {"span": [3692, 3896], "answer": "Notwithstanding the MDDO at each Point of Delivery,          Shipper shall not nominate a total quantity of natural gas at all          Points of Delivery that exceeds the MDQ set forth in this Agreement.", "file_path": "cuad/ATMOSENERGYCORP_11_22_2002-EX-10.17-TRANSPORTATION SERVICE AGREEMENT.txt"}, {"span": [16435, 16542], "answer": "Quantity of capacity to be released: Max 13,370 Dfli/Day,                                Min 13,370 DthDay.", "file_path": "cuad/ATMOSENERGYCORP_11_22_2002-EX-10.17-TRANSPORTATION SERVICE AGREEMENT.txt"}]
Question: Consider the Sponsorship and Services Agreement between HOF Village, LLC, National Football Museum, Inc., and Constellation NewEnergy, Inc.; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [16349, 16676], "answer": "This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).", "file_path": "cuad/GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement.txt"}]
Question: Consider the Supply Agreement between Cremer OLEO GmbH & Co KG and Ultragenyx Pharmaceutical Inc. for Triheptanoin; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [11656, 11853], "answer": "The laws of the Federal Republic of Germany shall apply to the Agreement and any legal relations thereof, especially any purchase order, between Cremer and Ultragenyx shall be governed by that law.", "file_path": "cuad/ULTRAGENYXPHARMACEUTICALINC_12_23_2013-EX-10.9-SUPPLY AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Lion Biotechnologies, Inc. and The University of Texas M. D. Anderson Cancer Center for Cancer Research; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [23706, 24578], "answer": "LBIO agrees to commit funding in an amount not to exceed $14,211,864.00 for the performance of the Studies during the Term (collectively, \"Initial Funding\"), with the Initial Funding specifically allocated as follows: (a) $[* * *] for an upfront payment, and a minimum of $[* * *] for enrollment and treatment of a minimum of 40 patients in the Study described in Exhibit I (i.e., the Minimum Enrollment Target as defined in Exhibit 1) or up to $[* * *] (an \"Individual Study Budget\") for enrollment and treatment of up to 60 patients in the Study described in Exhibit I (i.e., the Maximum Enrollment Target as defined in Exhibit 1); (b) $[* * *] (which shall also be considered an Individual Study Budget) for enrollment, manufacturing of product, and treatment of 30 patients in the Study described in Exhibit II; and (c) $[* * *] for the Study described in Exhibit III.", "file_path": "cuad/IOVANCEBIOTHERAPEUTICS,INC_08_03_2017-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [27093, 27487], "answer": "With respect to Exhibit 1, the Individual Study Budget shall be the one associated with the Minimum Enrollment Target (as defined in Exhibit 1), and in the event that the Parties move to the Maximum Enrollment Target (as defined in Exhibit 1) then this table shall be applied to the incremental additional patients as if the incremental additional patients constitute their own protocol/budget.", "file_path": "cuad/IOVANCEBIOTHERAPEUTICS,INC_08_03_2017-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Development Agreement between LEO Pharma A/S and Galen (Chemicals) Limited for Combination Product; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [25981, 26307], "answer": "THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE OTHER THAN SECTIONS 5-1401 OF THE NEW YORK GENERAL\n\n\n\n\n\nOBLIGATIONS LAW.", "file_path": "cuad/WARNERCHILCOTTPLC_12_31_2003-EX-4.36-DEVELOPMENT AGREEMENT.txt"}]
Question: Consider the License and Hosting Agreement between Transaction Applications Group, Inc. and Legacy Marketing Group, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [30869, 31297], "answer": "This Agreement shall become effective as of the Effective Date and, unless terminated under this Article, shall continue in effect until the Conversion Date (the \"Term\"); provided that, with respect to any LMG Tools identified in Exhibit A as having a license term beyond the Conversion Date, TAG's License to, and LMG's obligation to provide LMG Services for, such LMG Tools shall survive for the period specified in Exhibit A.", "file_path": "cuad/REGANHOLDINGCORP_03_31_2008-EX-10-LICENSE AND HOSTING AGREEMENT.txt"}]
Question: Consider the Franchise Development Agreement between El Pollo Loco, Inc. and Developer; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [29119, 29448], "answer": "Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit. Developer also shall carry such worker's compensation insurance as may be required by applicable law.", "file_path": "cuad/ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement.txt"}, {"span": [29455, 30100], "answer": "Franchisor shall be named as an additional insured on all such insurance policies and shall be provided with certificates of insurance evidencing such coverage. All public liability and property damage policies shall contain a provision that El Pollo Loco, although named as an insured, shall nevertheless be entitled to recover under such policies on any loss incurred by El Pollo Loco, its affiliates, agents and/or employees, by reason of the negligence of Developer, its principals, contractors, agents and/or employees. All policies shall provide Franchisor with at least thirty (30) days' notice of cancellation or termination of coverage.", "file_path": "cuad/ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement.txt"}, {"span": [30242, 30517], "answer": "In the event that Developer fails or refuses to obtain or maintain the required insurance coverage from an insurance carrier acceptable to El Pollo Loco, Franchisor may, as its sole and absolute right and without any obligations to do so, procure such coverage for Developer.", "file_path": "cuad/ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement.txt"}]
Question: Consider the Sponsorship and Services Agreement between HOF Village, LLC, National Football Museum, Inc., and Constellation NewEnergy, Inc.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [15760, 16676], "answer": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement. This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).", "file_path": "cuad/GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement.txt"}, {"span": [19450, 20004], "answer": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement.", "file_path": "cuad/GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement.txt"}, {"span": [20239, 20573], "answer": "This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village.", "file_path": "cuad/GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement.txt"}]
Question: Consider the Collaborative Development and Commercialization Agreement between Microgenics Corporation and Achaogen, Inc. for Plazomicin Assay; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [114899, 115839], "answer": "EXCEPT WITH RESPECT TO DAMAGES THAT ARISE DUE TO A  PARTY'S BREACH OF CONFIDENTIALITY (ARTICLE 12) OR  INDEMNIFICATION  OBLIGATIONS  (ARTICLE 11),  IN  NO  EVENT WILL  EITHER  PARTY  BE  LIABLE  TO  THE  OTHER  FOR  CONSEQUENTIAL, INDIRECT,  SPECIAL,  EXEMPLARY OR  PUNITIVE DAMAGES  FOR ANY  CAUSE OF  ACTION, WHETHER  IN  CONTRACT, TORT  OR OTHERWISE,  INCLUDING LOST REVENUES, PROFITS OR BUSINESS OPPORTUNITIES ARISING OUT OF OR  IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT THE OTHER  PARTY WAS  OR  SHOULD HAVE  BEEN  AWARE OF  THE POSSIBILITY OF  THESE DAMAGES. EXCEPT WITH  RESPECT TO  DAMAGES THAT  ARISE  DUE TO  A  PARTY'S BREACH  OF  CONFIDENTIALITY  (ARTICLE 12)  OR  INDEMNIFICATION  OBLIGATIONS  (ARTICLE 11), THE  LIABILITY  OF  EITHER  PARTY  UNDER  THIS AGREEMENT  (WHETHER  BY  REASON  OF  BREACH  OF  CONTRACT,  TORT,  OR  OTHERWISE)  WITH  RESPECT  TO  A  GIVEN  CLAIM  SHALL  NOT  EXCEED  AN AMOUNT EQUAL TO [***].", "file_path": "cuad/Microgenics Corporation - Collaborative Development and Commercialization Agreement.txt"}]