orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [4360, 5041], "answer": "eDiets hereby grants to Women.com, subject to the terms and conditions of this Agreement, a non-exclusive, nontransferable, worldwide, royalty-free license to use, copy, reproduce and display the editorial content and other data, branding and other identification provided by eDiets to Women.com in connection with this Agreement (the \"eDiets Content\") on the Women.com Sites: (i) for publication in the Diet Center and elsewhere throughout the Women.com Sites; (ii) for the promotion of eDiets and the Diet Center on the Women.com Sites and in collateral advertising materials; and (iii) for such other purposes as are consistent with or otherwise authorized under this Agreement.", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}, {"span": [19748, 20095], "answer": "Women.com hereby grants eDiets a non-exclusive, non-transferable, royalty-free worldwide right and license without the right to sublicense to use the Women.com Marks during the Term solely in connection with (i) the fulfillment of eDiets' obligations under this Agreement, and (ii) in advertising and marketing collateral related to this Agreement", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}, {"span": [21364, 21713], "answer": "eDiets hereby grants Women.com a non-exclusive, non-transferable, royalty-free worldwide right and license without the right to sublicense to use the eDiets Marks during the Term solely in connection with (i) the fulfillment of Women.com's obligations under this Agreement, and (ii) in advertising and marketing collateral related to this Agreement.", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}]
Question: Consider the Supply Agreement between Profound Medical Inc. and Philips Medical Systems Nederland B.V.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [64309, 64537], "answer": "This Agreement (including any dispute hereunder) and the documents to be entered into pursuant to it, save as expressly otherwise provided therein, will be governed by and construed in accordance with the Laws of the Netherlands", "file_path": "cuad/PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between Giggles N' Hugs, Inc. and Kiddo, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [8957, 9042], "answer": "Either party may terminate this agreement after 3 years following the effective date.", "file_path": "cuad/GIGGLESN_HUGS,INC_06_23_2016-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Reseller Agreement between TouchStar Software Corporation and Worldwide Strategies; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [47684, 48675], "answer": "To the extent that Reseller or any Other Reseller is deemed to                 be the owner of all or any portion of the TouchStar Software,                 any Intellectual Property Rights of TouchStar or any Ancillary                 Software, or any improvements or intellectual property rights                 related thereto pursuant to applicable law, Reseller (i) hereby                 assigns exclusively to TouchStar all rights of Reseller in and                 to such Software and any improvements and intellectual property                 rights related thereto royalty-free and exclusively and (ii)                 shall include in any Other Reseller Agreement provision by which                 any Other Reseller grants to TouchStar an exclusive, perpetual,                 irrevocable, royalty-free assignment of all deemed rights of                 such Other Reseller in and to such TouchStar Software, Ancillary                 Software and Intellectual Property Rights.", "file_path": "cuad/WORLDWIDESTRATEGIESINC_11_02_2005-EX-10-RESELLER AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [103556, 103801], "answer": "Pretzel  Time  reserves  the right to  suspend  contributions/fees  and operations of the  Advertising  Fund for one or more  periods,  and the right to terminate the  Advertising  Fund, upon thirty (30) days' prior written notice to Franchisee.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Walabot HOME Reseller Agreement between Vayyar Imaging Ltd. and Inde Living Holdings, Inc.; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [2109, 2426], "answer": "In connection with the foregoing appointment, Supplier hereby grants Reseller a non-transferable, revocable, limited right to resell, market, promote, stimulate interest in, and solicit Orders by Customers and/or End Users in the Territory for the Products and to provide services in connection with those activities.", "file_path": "cuad/HealthcareIntegratedTechnologiesInc_20190812_8-K_EX-10.1_11776966_EX-10.1_Reseller Agreement.txt"}]
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [4360, 5041], "answer": "eDiets hereby grants to Women.com, subject to the terms and conditions of this Agreement, a non-exclusive, nontransferable, worldwide, royalty-free license to use, copy, reproduce and display the editorial content and other data, branding and other identification provided by eDiets to Women.com in connection with this Agreement (the \"eDiets Content\") on the Women.com Sites: (i) for publication in the Diet Center and elsewhere throughout the Women.com Sites; (ii) for the promotion of eDiets and the Diet Center on the Women.com Sites and in collateral advertising materials; and (iii) for such other purposes as are consistent with or otherwise authorized under this Agreement.", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}, {"span": [19748, 20096], "answer": "Women.com hereby grants eDiets a non-exclusive, non-transferable, royalty-free worldwide right and license without the right to sublicense to use the Women.com Marks during the Term solely in connection with (i) the fulfillment of eDiets' obligations under this Agreement, and (ii) in advertising and marketing collateral related to this Agreement.", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}, {"span": [21364, 21713], "answer": "eDiets hereby grants Women.com a non-exclusive, non-transferable, royalty-free worldwide right and license without the right to sublicense to use the eDiets Marks during the Term solely in connection with (i) the fulfillment of Women.com's obligations under this Agreement, and (ii) in advertising and marketing collateral related to this Agreement.", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}]
Question: Consider the Endorsement Agreement between Teardrop Putter Corporation and Consolidated Artists Inc. for Brett Ogle; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [3492, 3812], "answer": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "file_path": "cuad/TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Development Agreement between CNS Pharmaceuticals, Inc. and WPD Pharmaceuticals; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [11859, 12087], "answer": "The term of this Agreement will commence on the Effective Date and remain in full force and effect until the expiration of the Sublicense Agreement, unless earlier termination by pursuant to the terms of this Agreement (\"Term\").", "file_path": "cuad/CnsPharmaceuticalsInc_20200326_8-K_EX-10.1_12079626_EX-10.1_Development Agreement.txt"}]
Question: Consider the Reseller Agreement between TouchStar Software Corporation and Worldwide Strategies; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [38124, 38419], "answer": "TouchStar shall provide to Reseller, the Other           Resellers, and its and their employees assistance relating to the           TouchStar Software as reasonably requested by Reseller, but in any           event in an amount not to exceed twenty (20) hours of assistance per           month.", "file_path": "cuad/WORLDWIDESTRATEGIESINC_11_02_2005-EX-10-RESELLER AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between Teardrop Putter Corporation and Consolidated Artists Inc. for Brett Ogle; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [5985, 6769], "answer": "Consolidated Artists  agrees, if requested by TPC, to make Ogle available for one (1) day on behalf  of TPC in each Contract Year during the Contract Period at times and places  mutually convenient to Ogle and TPC for the purpose of taking still  photographs for the preparation and production of advertising and promotional  materials. TPC agrees that such photograph shoots shall not exceed five (5)  hours each in duration. Further, Consolidated Artists agrees, if requested by  TPC, to make Ogle available for two (2) personal appearance days on behalf of  TPC in each Contract Year during the Contract Period at times and places  mutually convenient to Ogle and TPC. Such personal appearances shall be  limited to one (1) day and shall not exceed five (5) hours each in duration.", "file_path": "cuad/TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; Is there a non-disparagement clause in this contract?
Relevant contract clauses:
[{"span": [136949, 137149], "answer": "Franchisee  agrees to refrain from any business or advertising  practice which may be injurious to the business of Pretzel Time and the goodwill associated with the Marks and other Pretzel Time Units.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between Teardrop Putter Corporation and Consolidated Artists Inc. for Brett Ogle; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [12108, 12491], "answer": "In addition to the Retainer Fee, Tournament Bonuses and Money List Bonuses set forth in Paragraphs 8, 9 and 10 above, TPC agrees to pay Consolidated Artists on behalf of Ogle royalty compensation of ten percent (10%) of the net sales of all Endorsed Products distributed or sold during the Contract Period in or to the Countries of Australia and New Zealand (\"Royalty Compensation\").", "file_path": "cuad/TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between EDGE Communications Solutions, LLC and FTE Networks, Inc.; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [19460, 20078], "answer": "If within one (1) year from the date of completion of Work acceptance, or within one (1) year from the completion of all other work or services and acceptance by EDGE (or within any longer materials warranty period as set forth above), any defects exists or arise, then in each case upon receipt of notice of such defect, Subcontractor shall (unless EDGE chooses another remedy) promptly cause such defect(s) to be repaired or remedied at Subcontractor's sole cost and expense, including but not limited to the costs of transportation, uncovering, removal, disposal, replacement, correction, installation and covering.", "file_path": "cuad/FTENETWORKS,INC_02_18_2016-EX-99.4-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [21115, 21559], "answer": "These warranties extend to the future performance of the materials and shall continue for the longer of (a) the warranty period applicable to EDGE' sales to Customer of the material or of products which incorporate the material, (b) one year after the material is accepted by EDGE or (c) such greater period as may be specified elsewhere in this Agreement. Repaired and replacement material shall be warranted as set forth above in this clause.", "file_path": "cuad/FTENETWORKS,INC_02_18_2016-EX-99.4-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Profound Medical Inc. and Philips Medical Systems Nederland B.V.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [34903, 35269], "answer": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term\").", "file_path": "cuad/PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT.txt"}]
Question: Consider the Walabot HOME Reseller Agreement between Vayyar Imaging Ltd. and Inde Living Holdings, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [15974, 16290], "answer": "Supplier and/or Reseller may assign or novate this Agreement and the rights and obligations under it to any of its affiliates or upon any merger or acquisition or the sale of all or substantially all of its assets relating to the Agreement. Any purported assignment of rights in violation of this subsection is void.", "file_path": "cuad/HealthcareIntegratedTechnologiesInc_20190812_8-K_EX-10.1_11776966_EX-10.1_Reseller Agreement.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [112124, 112870], "answer": "Aimmune shall procure and maintain insurance, including clinical trials insurance and product liability insurance, adequate to cover its obligations hereunder and which is consistent with normal business practices of prudent companies similarly situated at all times during which the Product is being clinically tested in human subjects or commercially distributed or sold by Aimmune pursuant to this Agreement; provided, that any such clinical trials insurance coverage shall, prior to the First Commercial Sale of a Product, in no event be less than [***] Dollars ($[***]) per loss occurrence, and product liability insurance coverage shall, after such First Commercial Sale, in no event be less than [***] Dollars ($[***]) per loss occurrence.", "file_path": "cuad/AimmuneTherapeuticsInc_20200205_8-K_EX-10.3_11967170_EX-10.3_Development Agreement.txt"}, {"span": [113043, 113429], "answer": "Aimmune shall provide Xencor with written evidence of such insurance prior to commencement of this Agreement and upon expiration of any one coverage. Aimmune shall provide Xencor with written notice at least [***] ([***]) days prior to the cancellation, nonrenewal or material change in such insurance or self-insurance which materially adversely affects the rights of Xencor hereunder.", "file_path": "cuad/AimmuneTherapeuticsInc_20200205_8-K_EX-10.3_11967170_EX-10.3_Development Agreement.txt"}]
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [22972, 23119], "answer": "PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period", "file_path": "cuad/SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT.txt"}, {"span": [56984, 57209], "answer": "NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT.txt"}, {"span": [58601, 58792], "answer": "Integra may offset all costs and expenses covered under (i) above against the Fees as provided in Section 2.2 (c) as its sole and exclusive remedy for the recovery of such costs and expenses.", "file_path": "cuad/SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [8397, 9546], "answer": "If Women.com does not deliver at least 80% of the Quarterly Impression Guarantee for Advertsing Promotions as set forth on Exhibit B (11,250,000 per quarter; 45,000,000 per year); 80% of the Quarterly Impression Guarantee for the Diet Center Logo as set forth on Exhibit B (3,250,000 per quarter; 13,000,000 per year); and 80% of the Quarterly Impression Guarantee for Other Campaigns as set forth on Exhibit B (3,000,000 per quarter; 12,000,000 per year) each quarter following the Launch Date, within sixty (60) days of the end of the applicable quarter, Women.com shall deliver an amount equal to the under-delivery within the same campaign elements, including newsletters, promotions, exclusive sponsorships, targeted rotations, ROS, channel and sub-channel center logo placements, or mutually agreed upon comparable elements. If Women.com does not deliver the shortfall within sixty (60) days of the end of the applicable quarter, eDiets may terminate this Agreement in its entirety immediately or authorize Women.com to deliver the shortfall within an extended number of days to be mutually agreed upon by the parties (the \"Make Good Period\").", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}, {"span": [54959, 55581], "answer": "During the Term, eDiets.com will be guaranteed 12 million circulation per year from and after the Effective Date via newsletters, including but not limited to:      >>  Fashion & Beauty Newsletter: 300,000 subscribers per month      >>  Food News: 180,000 subscribers per month      >>  Prevention: 1,600,000 subscribers per month      >>  Internet Scopes:  2,400,000 subscribers per month      >>  Sex & Romance: 120,000 subscribers per month      >>  What's New: 1,100,000 subscribers per month      >>  Women.com Member Newsletter: 1,700,000 subscribers per month\n\nGuaranteed Circulation Per Year:            12,000,000", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}, {"span": [60777, 60914], "answer": "Notwithstanding the foregoing, Women.com does guarantee a minimum of 13,000,000 impressions promoting eDiets per year on the Diet Center.", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}]
Question: Consider the Reseller Agreement between TouchStar Software Corporation and Worldwide Strategies; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [33310, 33607], "answer": "Reseller acknowledges that meeting the Quotas is an           essential element of this Agreement and that this Agreement may be           terminated by TouchStar if, in TouchStar's reasonable opinion,           Reseller will not meet the Quotas during the Term or any extension           thereof.", "file_path": "cuad/WORLDWIDESTRATEGIESINC_11_02_2005-EX-10-RESELLER AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; Is there a clause preventing the solicitation of customers in this contract?
Relevant contract clauses:
[{"span": [200710, 201133], "answer": "Neither  Franchisee  nor any of its Owners shall divert or attempt to divert any business or any customers of any Pretzel Time Unit to any  Competitive  Business or employ or seek to employ any  person who is  employed  by Pretzel  Time,  its Affiliates  or a franchisee  of Pretzel Time nor induce or attempt to induce any such person to leave said  employment  without the prior written consent of such person's employer.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [111578, 112106], "answer": "NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, OR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 11.4 IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER SECTION 11.1 or 11.2, OR DAMAGES AVAILABLE FOR A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER ARTICLE 12.", "file_path": "cuad/AimmuneTherapeuticsInc_20200205_8-K_EX-10.3_11967170_EX-10.3_Development Agreement.txt"}]
Question: Consider the Walabot HOME Reseller Agreement between Vayyar Imaging Ltd. and Inde Living Holdings, Inc.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [13593, 13737], "answer": "Following the Initial Term, either Party may terminate this Agreement without cause upon written notice to the other Party of at least 3 months.", "file_path": "cuad/HealthcareIntegratedTechnologiesInc_20190812_8-K_EX-10.1_11776966_EX-10.1_Reseller Agreement.txt"}]
Question: Consider the Reseller Agreement between TouchStar Software Corporation and Worldwide Strategies; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [73296, 73634], "answer": "Except for the rights of TouchStar under Section 10.7(a), this                 Agreement may not be assigned by either party without the prior                 written consent of the other. Any attempted assignment in                 violation of this provision shall be void and shall be deemed a                 breach of this Agreement.", "file_path": "cuad/WORLDWIDESTRATEGIESINC_11_02_2005-EX-10-RESELLER AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between Teardrop Putter Corporation and Consolidated Artists Inc. for Brett Ogle; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [3492, 3812], "answer": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "file_path": "cuad/TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; Are there any price restrictions or controls specified in this contract?
Relevant contract clauses:
[{"span": [14703, 15105], "answer": "Following the Initial Term, Women.com shall have the right, upon no fewer than sixty (60) days prior written notice to eDiets, to increase the amount of the Payment Schedule; provided, that (i) Women.com may not increase the Payment Schedule more than once in any period of twelve (12) consecutive months; and (ii) such increase may not exceed twenty percent (20%) of the then current Payment Schedule.", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between EDGE Communications Solutions, LLC and FTE Networks, Inc.; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [10440, 10571], "answer": "As set forth in the Exhibit, EDGE shall have the opportunity to review and inspect all elements of the Work in a reasonable manner.", "file_path": "cuad/FTENETWORKS,INC_02_18_2016-EX-99.4-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [57210, 57455], "answer": "NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR RESTRICT THE DAMAGES AVAILABLE FOR BREACHES OF SECTION 3.1 (GRANT OF RIGHTS), SECTION 5 (CONFIDENTIALITY PROVISIONS), OR SECTIONS 8.1 AND 8.2 (OWNERSHIP AND LICENSE).", "file_path": "cuad/SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [34946, 35329], "answer": "Except as  otherwise  provided  in this  Agreement  and  provided  that Franchise  is in full  compliance  with  this  Agreement,  Pretzel  Time and its Affiliates  will  not  during  the  term  of this  Agreement  operate  or  grant franchises  for the operation of Pretzel Time Units within the  Territory  other than the Franchise granted to Franchisee pursuant to this Agreement.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}, {"span": [207748, 207945], "answer": "Franchisee  also  acknowledges  that Pretzel Time has granted the Franchise to  Franchisee  in  consideration  of and reliance  upon  Franchisee's agreement to deal  exclusively  with Pretzel Time.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [111831, 112106], "answer": "NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 11.4 IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER SECTION 11.1 or 11.2, OR DAMAGES AVAILABLE FOR A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER ARTICLE 12.", "file_path": "cuad/AimmuneTherapeuticsInc_20200205_8-K_EX-10.3_11967170_EX-10.3_Development Agreement.txt"}]
Question: Consider the Walabot HOME Reseller Agreement between Vayyar Imaging Ltd. and Inde Living Holdings, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [19144, 19603], "answer": "This Agreement shall be governed by the laws of the State of New York and all disputes and controversies arising out of or in connection with the Agreement shall be brought exclusively before the competent courts in New York County, New York; provided however that judgment shall be enforceable in any country and that nothing in this Section shall prevent or restrict either Party from seeking interim relief in any competent jurisdiction as it may deem fit.", "file_path": "cuad/HealthcareIntegratedTechnologiesInc_20190812_8-K_EX-10.1_11776966_EX-10.1_Reseller Agreement.txt"}]
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [43739, 44244], "answer": "For purposes of this Agreement, \"Change in Control\" means a merger or consolidation of the party with, or any sale of all or substantially all of the assets of such party to, any other person, corporation or entity, unless as a result of such merger, consolidation or sale of assets the holders of such party's voting securities prior thereto hold at least fifty percent (50%) of the total voting power represented by the voting securities of the surviving or successor corporation after such transaction.", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}]
Question: Consider the Reseller Agreement between TouchStar Software Corporation and Worldwide Strategies; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [57419, 57826], "answer": "This Agreement shall continue in force for a term           of twelve (12) months from the Effective Date, unless terminated           earlier under the provisions of this Article 8 (the \"Term\"); PROVIDED           that TouchStar shall have the right to terminate this Agreement at any           time after the Effective Date upon not less than fifteen (15) days'           prior written notice to Reseller.", "file_path": "cuad/WORLDWIDESTRATEGIESINC_11_02_2005-EX-10-RESELLER AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between Teardrop Putter Corporation and Consolidated Artists Inc. for Brett Ogle; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [23010, 23331], "answer": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts entered into and wholly to be performed within the Commonwealth of Virginia and, in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of Virginia.", "file_path": "cuad/TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between EDGE Communications Solutions, LLC and FTE Networks, Inc.; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [2339, 2626], "answer": "Should the Agreement expire during the period of performance, all remaining Work of each Purchase Order will be completed under the terms of the Agreement then in effect on the date of award for each respective Purchase Order, unless modified in writing by mutual consent of the parties.", "file_path": "cuad/FTENETWORKS,INC_02_18_2016-EX-99.4-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [39413, 39685], "answer": "Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement.", "file_path": "cuad/SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT.txt"}, {"span": [39917, 40093], "answer": "Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense", "file_path": "cuad/SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [12707, 13543], "answer": "During the Term, Women.com agrees to give eDiets the right of first refusal to participate in all diet and diet-counseling related promotion opportunities created or otherwise made available by Women.com on channels or sub-channels created after the Effective Date of this Agreement, including sponsorships, anchor placements and any other content integration opportunities (\"Diet Promos\"). If Women.com proposes to create and make available Diet Promos after the Effective Date, it shall give eDiets written notice of its intention, describing the terms and conditions of participation in the Diet Promos. eDiets shall have fifteen (15) days from the giving of such notice to agree to participate in the applicable Diet Promo upon the terms and conditions specified in the notice by giving written notice of its agreement to Women.com.", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}, {"span": [51944, 52140], "answer": "eDiets.com will have the first right to substitute any of the following content features for any of the eight (8) content features selected above once inventory on such features becomes available.", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}]
Question: Consider the Walabot HOME Reseller Agreement between Vayyar Imaging Ltd. and Inde Living Holdings, Inc.; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [13593, 13737], "answer": "Following the Initial Term, either Party may terminate this Agreement without cause upon written notice to the other Party of at least 3 months.", "file_path": "cuad/HealthcareIntegratedTechnologiesInc_20190812_8-K_EX-10.1_11776966_EX-10.1_Reseller Agreement.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [76350, 76951], "answer": "Xencor shall have the right, upon [***] ([***]) days' prior written notice to Aimmune, to cause an independent, certified international public accounting firm reasonably acceptable to Aimmune or reasonably acceptable to its Affiliates or Sublicensees, as applicable, to audit such records during Aimmune's, or its Affiliate's or Sublicensees', as applicable, normal business hours to confirm the number of Product units sold, the gross sales and Net Sales of Product, the royalties payable, the method used to calculate the royalties payable, and the exchange rates used in accordance with Section 8.2", "file_path": "cuad/AimmuneTherapeuticsInc_20200205_8-K_EX-10.3_11967170_EX-10.3_Development Agreement.txt"}, {"span": [76953, 77290], "answer": "The audit shall be limited to pertinent records kept by Aimmune and its Affiliates and Sublicensees for any year ending not more than [***] ([***]) months prior to the date of the written notice. An audit under this Section 8.4 shall not occur more than [***] in any Calendar Year, except in the case of any subsequent \"for cause\" audit.", "file_path": "cuad/AimmuneTherapeuticsInc_20200205_8-K_EX-10.3_11967170_EX-10.3_Development Agreement.txt"}, {"span": [77888, 78163], "answer": "Prompt adjustments shall be made by the Parties to reflect the results of such audit. Xencor shall bear the full cost of such audit unless such audit discloses an underpayment of more than [***] percent ([***]%) of the payments due under this Agreement, in which case, [***].", "file_path": "cuad/AimmuneTherapeuticsInc_20200205_8-K_EX-10.3_11967170_EX-10.3_Development Agreement.txt"}]
Question: Consider the Reseller Agreement between TouchStar Software Corporation and Worldwide Strategies; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [17348, 17590], "answer": "Reseller shall not obtain the           TouchStar Software or Support Services (or any software or services           which compete with the TouchStar Software) for sale from any Entity           other than TouchStar or its authorized agents.", "file_path": "cuad/WORLDWIDESTRATEGIESINC_11_02_2005-EX-10-RESELLER AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between Teardrop Putter Corporation and Consolidated Artists Inc. for Brett Ogle; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [18163, 18303], "answer": "The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.", "file_path": "cuad/TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between EDGE Communications Solutions, LLC and FTE Networks, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [27199, 27445], "answer": "Subcontractor shall not assign any right or interest under this Agreement (excepting monies due, or to become due) or delegate or subcontract any Work or other obligation to be performed or owed under this Agreement without prior consent of EDGE.", "file_path": "cuad/FTENETWORKS,INC_02_18_2016-EX-99.4-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [28490, 29229], "answer": "After early termination of this Agreement (other than a termination based on a breach of Sections 5 or 8 by Integra) and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field, and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement", "file_path": "cuad/SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [167413, 167718], "answer": "The  restrictions  of this Section  shall not be  applicable to the ownership of shares  of a class of  securities  listed on a stock  exchange  or traded on the over-the-counter market that represent two percent (2%) or less of the number of shares of that class of  securities  issued  and  outstanding.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}, {"span": [209394, 209623], "answer": "Notwithstanding the foregoing,  Franchisee shall not be prohibited from owning securities  listed on a stock exchange or traded on the  over-the-counter market that represents two percent (2%) or less of that class of securities.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}, {"span": [210030, 210109], "answer": "This non-compete provision may not be enforceable under the laws of your state.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; Are any of the licenses granted under this contract irrevocable or perpetual?
Relevant contract clauses:
[{"span": [128292, 128754], "answer": "Aimmune hereby grants to Xencor an exclusive license under and with respect to Aimmune Patents, and a non-exclusive license under and with respect to Aimmune Know-How, in each case, where such license is an irrevocable, perpetual, royalty-bearing license, with the right to sublicense, to Develop, Manufacture and Commercialize the Product(s), as the Product(s) exist as of the effective date of such termination, or optimized versions thereof that are Products.", "file_path": "cuad/AimmuneTherapeuticsInc_20200205_8-K_EX-10.3_11967170_EX-10.3_Development Agreement.txt"}]
Question: Consider the License, Development, and Commercialization Agreement between Xencor, Inc. and Aimmune Therapeutics, Inc. for AIMab7195; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [43371, 43815], "answer": "Aimmune shall [***] the right (but not the obligation) to sublicense the rights granted to it under Section 2.1 to its Affiliates or Third Parties (each, a \"Sublicensee\"); provided, however, that Aimmune shall remain responsible for the performance by any of its direct and indirect Sublicensees and shall cause its direct and indirect Sublicensees to comply with the applicable provisions of this Agreement in connection with such performance.", "file_path": "cuad/AimmuneTherapeuticsInc_20200205_8-K_EX-10.3_11967170_EX-10.3_Development Agreement.txt"}]
Question: Consider the Reseller Agreement between TouchStar Software Corporation and Worldwide Strategies; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [17591, 18027], "answer": "Nothing contained in           this Agreement is intended to limit Reseller from responding to           unsolicited requests from Customers from outside of the Territory;           PROVIDED, HOWEVER, that Reseller shall (a) immediately notify           TouchStar upon receipt of any such request and (b) not seek customers           of TouchStar Software or Support Services in any other location other           than in the Territory.", "file_path": "cuad/WORLDWIDESTRATEGIESINC_11_02_2005-EX-10-RESELLER AGREEMENT.txt"}]
Question: Consider the Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC for Surface Modification of Spinal Medical Devices; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [23300, 23697], "answer": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "file_path": "cuad/SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT.txt"}]
Question: Consider the Walabot HOME Reseller Agreement between Vayyar Imaging Ltd. and Inde Living Holdings, Inc.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [13434, 13592], "answer": "Thereafter, this Agreement shall automatically be renewed for successive 1-year terms (each a \"Renewal Term\", and together with the Initial Term, the \"Term\").", "file_path": "cuad/HealthcareIntegratedTechnologiesInc_20190812_8-K_EX-10.1_11776966_EX-10.1_Reseller Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between EDGE Communications Solutions, LLC and FTE Networks, Inc.; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [1652, 1874], "answer": "After the Initial Term, this Agreement shall continue on a month to month basis until terminated by either party upon thirty (30) days prior written notice to the other setting forth the effective date of such termination.", "file_path": "cuad/FTENETWORKS,INC_02_18_2016-EX-99.4-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Endorsement Agreement between SPORT-HALEY, INC. and Professional Golfer; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [7499, 7985], "answer": "Following the expiration of 90 days from the termination or          expiration of this Agreement, the Company shall cease usage of all           publicity, promotion and advertising materials which contain the          Professional's Image, it being the understanding of the parties that          during such 90-day period the Company shall have the right to use           such remaining publicity, promotion or advertising materials as shall          then be available to the Company.", "file_path": "cuad/SPORTHALEYINC_09_29_1997-EX-10.2-10-ENDORSEMENT AGREEMENT.txt"}]
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; Are there any exceptions to competitive restrictions in this contract?
Relevant contract clauses:
[{"span": [11916, 12336], "answer": "Notwithstanding the foregoing, Women.com shall be entitled to (aa) provide mini and micro web sites and Women.com promotions and sponsorships to Jenny Craig; (bb) sell, display, or distribute advertisements, including banner advertisements, newsletter placements, internet radio, commerce placements and market research, or otherwise promote Competitive Companies on pages other than the Gateway Page of the Diet Center.", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}]
Question: Consider the Franchise Agreement between Pretzel Time, Inc. and Franchisee; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [227903, 228304], "answer": "Except to the extent governed by the U.S. Trademark Act of 1946 (Lanham Act, 15 U.S.C.  \"1051 et seq.),  this Agreement,  the other agreements  referred herein,  and the offer and the sale of the  franchise  shall be  governed in all respects  and  aspects  by the  laws of the  Commonwealth  of  Pennsylvania  and expressly  excluding  the laws  pertaining  to the choice of law and conflict of laws.", "file_path": "cuad/MRSFIELDSORIGINALCOOKIESINC_01_29_1998-EX-10-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Walabot HOME Reseller Agreement between Vayyar Imaging Ltd. and Inde Living Holdings, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [13297, 13433], "answer": "This Agreement shall become effective on the Effective Date and shall remain in effect for an initial period of 1 year (\"Initial Term\").", "file_path": "cuad/HealthcareIntegratedTechnologiesInc_20190812_8-K_EX-10.1_11776966_EX-10.1_Reseller Agreement.txt"}]
Question: Consider the Co-Branding Agreement between Women.com Networks, Inc. and eDiets.com, Inc. for the Establishment of a Diet Center; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [44612, 45013], "answer": "This Agreement shall be interpreted and enforced in accordance with the laws of the State of California as applied to agreements made, entered into and performed entirely in California by California residents, notwithstanding the actual residence of the parties, without giving effect to any choice of laws of California that would require the application of the laws of a state other than California.", "file_path": "cuad/EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement.txt"}]
Question: Consider the Reseller Agreement between TouchStar Software Corporation and Worldwide Strategies; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [76286, 76515], "answer": "THIS AGREEMENT SHALL BE GOVERNED BY, AND                 CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO,                 UNITED STATES, WITHOUT REGARD TO ITS PRINCIPLES REGARDING                 CONFLICT OF LAWS.", "file_path": "cuad/WORLDWIDESTRATEGIESINC_11_02_2005-EX-10-RESELLER AGREEMENT.txt"}]