orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the License and Development Agreement between NLS-1 Pharma AG and Eurofarma Laboratórios S.A. for Nolazol® in ADHD - Latin America; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [11351, 12662], "answer": "Subject to the conditions and limitations set forth in this Agreement, the Licensor hereby grants to the Licensee, and the Licensee hereby accepts, (i) an exclusive, fee-bearing, non-transferable distribution right of the Licensed Product in the Territory during the Term (the \"Distribution\"), (ii) an exclusive, royalty-free, non-transferable license to the Licensor's Patents and Trademarks to register, import, export, store, handle, commercialize, have commercialized, promote, have promoted, distribute, have distributed, sell and have sold the Licensed Product during the Term, without the right to sublicense (the \"License\"), and (iii) an exclusive, royalty-bearing, non-transferable license to the Intellectual Property (except Patents and Trademarks ) and the Developed Intellectual Property and a right to obtain the technology transfer of the Know-How to manufacture the Licensed Product in the Territory during the Term, pursuant to the conditions set forth in Article 2.3 below and elsewhere in this Agreement (the \"Technology Transfer\"), all to register, import, export, store, handle, commercialize, have commercialized, promote, have promoted, distribute, have distributed, manufacture, have manufactured, sell and have sold the Licensed Product during the Term, without the right to sublicense.", "file_path": "cuad/NlsPharmaceuticsLtd_20200228_F-1_EX-10.14_12029046_EX-10.14_Development Agreement.txt"}, {"span": [27760, 27898], "answer": "During the entire validity of this Agreement, Licensor hereby grants to License an exclusive and royaltyfree right to use the Trademark in", "file_path": "cuad/NlsPharmaceuticsLtd_20200228_F-1_EX-10.14_12029046_EX-10.14_Development Agreement.txt"}]
Question: Consider the Non-Exclusive Distributor Agreement between iMine Corporation and Sunwai Technology for Cryptocurrency Mining Rigs; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [22480, 22696], "answer": "This Agreement shall become effective upon the date first written above and shall remain in full force and effect for a period of two years (2), unless earlier terminated pursuant to the provisions in this Agreement.", "file_path": "cuad/ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt"}]
Question: Consider the Master Service Agreement for Clinical Research Services between CRO Consulting (Pty) Limited and Purinix Pharmaceuticals LLC; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [6742, 7256], "answer": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.", "file_path": "cuad/PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement.txt"}, {"span": [7262, 7422], "answer": "Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising.", "file_path": "cuad/PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement.txt"}, {"span": [14680, 14866], "answer": "Any action of any kind by either party arising out of this Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise.", "file_path": "cuad/PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement.txt"}]
Question: Consider the e-business Hosting Agreement between Bluefly, Inc. and International Business Machines Corporation; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [31691, 31849], "answer": "Customer will not assign this Agreement or any of its rights hereunder without the prior written consent of IBM, such consent not to be unreasonably withheld.", "file_path": "cuad/BLUEFLYINC_03_27_2002-EX-10.27-e-business Hosting Agreement.txt"}]
Question: Consider the Intellectual Property Agreement for COVID-19 Treatment Development between Marv Enterprises, LLC, Premier Biomedical, Inc., and Technology Health, Inc.; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [11296, 11663], "answer": "Royalty payments are payable from THI to Marv Enterprises, LLC and will be in the amount of 5% of the Fair Market Value of:   a. Licensed Product that is sold, leased or put into use by the THI or any Related Companies in the preceding calendar quarter; and   b. any service performed by THI or any Related Companies that directly or indirectly uses Licensed Product.", "file_path": "cuad/PREMIERBIOMEDICALINC_05_14_2020-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT.txt"}, {"span": [12407, 12824], "answer": "In addition to the 5% amount calculated pursuant to the preceding paragraph, there shall be an identical 5% amount to be paid from THI, per Premier's consideration, to certain shareholders of Premier, as identified by Premier, as of a record date to be determined in the future, on an annual basis, commencing on the one-year anniversary of this Agreement until a total amount of $40,000,000 has been paid to Premier.", "file_path": "cuad/PREMIERBIOMEDICALINC_05_14_2020-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the License and Development Agreement between NLS-1 Pharma AG and Eurofarma Laboratórios S.A. for Nolazol® in ADHD - Latin America; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [64867, 65157], "answer": "This Agreement shall be governed by and construed in accordance with the substantive laws of the Netherlands, excluding its rules of conflicts of law and the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG), as amended from time to time.", "file_path": "cuad/NlsPharmaceuticsLtd_20200228_F-1_EX-10.14_12029046_EX-10.14_Development Agreement.txt"}]
Question: Consider the Global Master Supply Agreement between ExxonMobil Chemical Company and West Pharmaceutical Services, Inc.; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [808, 1271], "answer": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):\n\nProducts Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates", "file_path": "cuad/WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement.txt"}, {"span": [1382, 1585], "answer": "Subject to this Agreement's terms and conditions, Buyer Affiliates shall purchase and ExxonMobil Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above", "file_path": "cuad/WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement.txt"}]
Question: Consider the Distributor Agreement between B & C General Warehouse Corporation LLC and Distributor for Coffee Products; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [19316, 19742], "answer": "Distributor shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership or enforceability of any of the trademarks of Company, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of Company, nor counsel, procure or assist any third Party to do any of the foregoing", "file_path": "cuad/GentechHoldingsInc_20190808_1-A_EX1A-6 MAT CTRCT_11776814_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}, {"span": [19744, 19936], "answer": "Distributor will not institute any proceedings with respect to the trademarks of Company either in Distributor's own name or on behalf of Company without express written permission of Company.", "file_path": "cuad/GentechHoldingsInc_20190808_1-A_EX1A-6 MAT CTRCT_11776814_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}]
Question: Consider the First Amendment to Distributor Agreement between Peregrine/Bridge Transfer Corporation, NEON Systems, Inc., and Skunkware, Inc.; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [7407, 7765], "answer": "Upon the expiration           of such term, this Agreement will renew automatically for           successive terms of one (1) year each unless either party to           this Agreement delivers written notice of termination to the           other party to this Agreement at least sixty (60) days prior           to the end of the original or any renewal term.", "file_path": "cuad/NEONSYSTEMSINC_03_01_1999-EX-10.5-DISTRIBUTOR AGREEMENT_Amendment.txt"}]
Question: Consider the e-business Hosting Agreement between Bluefly, Inc. and International Business Machines Corporation; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [29857, 29990], "answer": "This Agreement will be governed by the substantive laws of the State of New York, without regard for its conflict of laws provisions.", "file_path": "cuad/BLUEFLYINC_03_27_2002-EX-10.27-e-business Hosting Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between SHBV (HONG KONG) LTD and WASTE2ENERGY GROUP HOLDINGS PLC; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [16726, 16981], "answer": "Each Party grants to the other Party a non-exclusive, non-transferable, royalty-free licence to use the other Party's Intellectual Property Rights  as far is strictly necessary to comply with its marketing and promotional obligations under this Agreement.", "file_path": "cuad/WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Intellectual Property Agreement for COVID-19 Treatment Development between Marv Enterprises, LLC, Premier Biomedical, Inc., and Technology Health, Inc.; Does this contract include an exclusivity agreement?
Relevant contract clauses:
[{"span": [3388, 4736], "answer": "The licenses granted herein are exclusive worldwide licenses to:   1.         make, have made, use, lease, sell and import Licensed Products for the legal purposes of researching, developing, manufacturing, assembling, distributing, and selling the Licensed Products;   2.         make, have made, use and import machines, tools, materials and other instrumentalities, insofar as such machines, tools, materials and other instrumentalities are involved in or incidental to the research, development, manufacture, testing or repair of Licensed Products which are or have been made, used, leased, owned, sold or imported by the Licensee; and   3.         convey to any customer of the Licensee, with respect to any Licensed Product which is sold or leased to such customer, rights to use and resell such Licensed Product as sold or leased by Licensee (whether or not as part of a larger combination); provided, however, that no rights may be conveyed to customers with respect to any Invention which is directed to (i) a combination of such Licensed Product (as sold or leased) with any other product, (ii) a method or process which is other than the inherent use of such Licensed Product itself (as sold or leased), or (iii) a method or process involving the use of a Licensed Product to manufacture (including associated testing) any other product.", "file_path": "cuad/PREMIERBIOMEDICALINC_05_14_2020-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT.txt"}, {"span": [12938, 13072], "answer": "If THI does not make the obligatory payments as stated in 2(b) by the dates stated, the Exclusive License will revert back to Premier.", "file_path": "cuad/PREMIERBIOMEDICALINC_05_14_2020-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT.txt"}, {"span": [14754, 15163], "answer": "If THI does not make the obligatory payments as stated in 3(a) by the dates stated, the Exclusive License will revert back to Premier, provided, however, that in such event, THI would still be entitled to a proportionate interest in any Covid-19 Licensed Products, such portion being equal to a fraction, the numerator of which shall be the actual amount paid and the denominator of which shall be $2,000,000.", "file_path": "cuad/PREMIERBIOMEDICALINC_05_14_2020-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Master Service Agreement for Clinical Research Services between CRO Consulting (Pty) Limited and Purinix Pharmaceuticals LLC; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [6742, 7256], "answer": "Notwithstanding any other provision of this Agreement, each party's total liability in respect of damages under this Agreement, any regulation or common law shall be limited to the sum of all amounts received from Client in terms of this Agreement; provided, however, that this limitation shall not apply with respect to any claims arising out of or relating to clause 6 (Inventions and Proprietary Information), indemnification obligations or damages arising from a party's gross negligence or willful misconduct.", "file_path": "cuad/PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement.txt"}]
Question: Consider the License and Development Agreement between NLS-1 Pharma AG and Eurofarma Laboratórios S.A. for Nolazol® in ADHD - Latin America; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [54093, 54391], "answer": "This Agreement will come into effect on the Effective Date and shall continue in full force for ten (10) years from the Launch (the \"Initial Term\"), or the date of expiry of the last valid patent of the Licensed Product, whichever comes later, subject to clauses 19.2, 19.3, 19.4 and 19.5 hereunder", "file_path": "cuad/NlsPharmaceuticsLtd_20200228_F-1_EX-10.14_12029046_EX-10.14_Development Agreement.txt"}]
Question: Consider the e-business Hosting Agreement between Bluefly, Inc. and International Business Machines Corporation; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [7027, 7559], "answer": "Customer may terminate this Agreement (including all Service Option Attachments) or any Service Option Attachment (with the exception of any Service Option Attachment that is a prerequisite for the provision of Services under a non-terminated Service Option Attachment) for convenience at the end of any calendar month by:\n\na.    providing at least one month's prior written notice to IBM; and\n\nb.    paying the applicable early termination charges, if any, specified in       Attachment A and applicable Service Option Attachments.", "file_path": "cuad/BLUEFLYINC_03_27_2002-EX-10.27-e-business Hosting Agreement.txt"}, {"span": [28599, 28906], "answer": "If Customer disagrees with any such changes, Customer may in its sole discretion terminate this Agreement (or some or all of the affected Service Option Attachments) without the payment of termination charges upon notice to IBM at least thirty (30) days prior to the effective date of the applicable change.", "file_path": "cuad/BLUEFLYINC_03_27_2002-EX-10.27-e-business Hosting Agreement.txt"}]
Question: Consider the Distributor Agreement between B & C General Warehouse Corporation LLC and Distributor for Coffee Products; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [6837, 7027], "answer": "Within Seven (7) days of receipt of such Products, Distributor will notify Company of any shortages, defects, non-conformance, and Company will promptly replace such Products free of charge.", "file_path": "cuad/GentechHoldingsInc_20190808_1-A_EX1A-6 MAT CTRCT_11776814_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}]
Question: Consider the Global Master Supply Agreement between ExxonMobil Chemical Company and West Pharmaceutical Services, Inc.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [43207, 43716], "answer": "This Agreement shall not be assigned in whole or in part by Buyer or Seller without the written consent of the other party and any attempted assignment without such consent shall be void and of no effect, except that Seller may assign all of its rights and obligations hereunder to any entity of which Exxon Mobil Corporation owns, directly or indirectly, at least fifty percent (50%) of the shares or other indicia of equity having the right to elect such entity's board of directors or other governing body.", "file_path": "cuad/WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement.txt"}, {"span": [62611, 62931], "answer": "This Agreement shall not be assigned, in whole or in part, by either party without the prior consent of the other party, but shall be binding upon and shall inure to the benefit of the legal successors of the respective parties hereto; except that Seller may assign this Agreement, in whole or in part, to any affiliate.", "file_path": "cuad/WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement.txt"}, {"span": [77601, 77802], "answer": "Neither party may assign this Agreement without the written consent of the other party save in the case where such assignment is to an EM Affiliate and prior written notice has been given to the Buyer.", "file_path": "cuad/WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between SHBV (HONG KONG) LTD and WASTE2ENERGY GROUP HOLDINGS PLC; Is there a clause preventing the solicitation of employees in this contract?
Relevant contract clauses:
[{"span": [15038, 15558], "answer": "Each Party agrees that during the Term of this Agreement and for a period of six (6) months thereafter it shall not, without the prior written  consent of the other Party, either on its own account or through its employees or agents or otherwise or on behalf of any other person,  firm, company or other organisation and other than by general advertising, solicit, interfere with, procure or entice away (or, in each case,  attempt so to do), either directly or indirectly, any employee or contractor of the other Party.", "file_path": "cuad/WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the First Amendment to Distributor Agreement between Peregrine/Bridge Transfer Corporation, NEON Systems, Inc., and Skunkware, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [7324, 7405], "answer": "This Agreement shall be effective           through and including March 31, 2004.", "file_path": "cuad/NEONSYSTEMSINC_03_01_1999-EX-10.5-DISTRIBUTOR AGREEMENT_Amendment.txt"}]
Question: Consider the Intellectual Property Agreement for COVID-19 Treatment Development between Marv Enterprises, LLC, Premier Biomedical, Inc., and Technology Health, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [20109, 20405], "answer": "This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws.", "file_path": "cuad/PREMIERBIOMEDICALINC_05_14_2020-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT.txt"}]
Question: Consider the Master Service Agreement for Clinical Research Services between CRO Consulting (Pty) Limited and Purinix Pharmaceuticals LLC; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [10191, 10486], "answer": "to deliver to Client, upon termination or expiration of this Agreement, all materials which were provided to CRO under the terms of this Agreement and which relate to the business of, or belong to, Client or which were provided by Client for the use of its employees, contractors or consultants;", "file_path": "cuad/PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement.txt"}]
Question: Consider the Distributor Agreement between B & C General Warehouse Corporation LLC and Distributor for Coffee Products; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [18177, 18358], "answer": "IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF THE PRODUCTS.", "file_path": "cuad/GentechHoldingsInc_20190808_1-A_EX1A-6 MAT CTRCT_11776814_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}]
Question: Consider the Master Service Agreement for Clinical Research Services between CRO Consulting (Pty) Limited and Purinix Pharmaceuticals LLC; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [1909, 2072], "answer": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "file_path": "cuad/PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement.txt"}, {"span": [14042, 14238], "answer": "CRO will not assign any right or delegate any obligation under this Agreement without the prior written consent of Client. Any attempted assignment or delegation without such consent will be void.", "file_path": "cuad/PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement.txt"}]
Question: Consider the Collaboration Agreement between Ginkgo Bioworks, Inc. and Berkeley Lights, Inc. for Workflow Development on the Beacon Platform; Are there any third-party beneficiaries designated in this contract?
Relevant contract clauses:
[{"span": [201490, 201838], "answer": "There are no Third Party beneficiaries under this Agreement, except to the extent a Third Party is indemnified pursuant to Article 12 (Indemnification; Insurance); provided that, in no event will any Third Party entitled to indemnification pursuant to Article 12 (Indemnification; Insurance) be allowed to enforce the terms thereof against a Party.", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [25090, 25318], "answer": "Unless Liquidmetal notifies Eutectix that the Liquidmetal Product does not meet the Specifications within thirty (30) calendar days after receipt of the Liquidmetal Product, then the Liquidmetal Product shall be deemed Accepted.", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}]
Question: Consider the Distributor Agreement between Ingram Micro and NETGEAR; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [34049, 34568], "answer": "NETGEAR, at its expense, agrees to maintain insurance coverage to protect against its liabilities under the Agreement in an amount no less than is reasonable or required by applicable statute. This insurance will include (a) worker's compensation insurance, (b) comprehensive general liability insurance, including coverage for product liability, bodily injury and property damage, and (c) automobile liability insurance. Upon Distributor's written request, NETGEAR will furnish the applicable certificate of insurance.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between B & C General Warehouse Corporation LLC and Distributor for Coffee Products; Are there any services to be provided after the termination of this contract?
Relevant contract clauses:
[{"span": [16158, 16569], "answer": "In the event that this Agreement is terminated or expires on its own terms, Company shall have no further responsibilities to Distributor except that in the event the Agreement terminates for any reason other than a breach hereof by Distributor, Company shall be obligated to process orders accepted by Company prior to the effective date of such termination or expiration or within Ninety (90) days thereafter.", "file_path": "cuad/GentechHoldingsInc_20190808_1-A_EX1A-6 MAT CTRCT_11776814_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}]
Question: Consider the e-business Hosting Agreement between Bluefly, Inc. and International Business Machines Corporation; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [5859, 6254], "answer": "Each Service Option Attachment will renew automatically for an additional term equal in duration to the previous term of the applicable Service Option Attachment unless either party notifies the other party in writing at least ninety (90) days prior to the end of the then-current term for the applicable Service Option Attachment that it has elected to terminate such Service Option Attachment.", "file_path": "cuad/BLUEFLYINC_03_27_2002-EX-10.27-e-business Hosting Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between SHBV (HONG KONG) LTD and WASTE2ENERGY GROUP HOLDINGS PLC; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [15592, 15913], "answer": "W2E agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to W2E  through SHBV, or to exploit any pre-existing relationship of SHBV with any third party that has been represented to W2E by SHBV,  without the prior consent and/or direct participation of SHBV.", "file_path": "cuad/WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [15922, 16242], "answer": "SHBV agrees not to engage in business dealings, discussions, or otherwise work directly with any third parties introduced to SHBV  through W2E, or to exploit any pre-existing relationship of W2E with any third party that has been represented to SHBV by W2E,  without the prior consent and/or direct participation of W2E.", "file_path": "cuad/WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Global Master Supply Agreement between ExxonMobil Chemical Company and West Pharmaceutical Services, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [24273, 24439], "answer": "This Agreement shall be governed and construed in accordance with the law set forth in the ExxonMobil Selling Affiliate's general terms and conditions, as applicable.", "file_path": "cuad/WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement.txt"}, {"span": [41972, 42468], "answer": "The parties' rights and obligations hereunder shall be construed and enforced under the laws of the State of Texas, U.S.A., without regard to conflict of laws principles. Incoterms 2010 (or any subsequent revision thereof) (\"Incoterms\") shall also apply; provided, however, that Incoterms shall apply only to the extent specified in the agreement hereof, and provided, further, that in the event of a conflict between Incoterms and the laws of the State of Texas, U.S.A., the latter shall govern.", "file_path": "cuad/WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement.txt"}, {"span": [62199, 62300], "answer": "This Agreement shall be governed by Singapore law, without regard to its conflict of laws principles.", "file_path": "cuad/WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement.txt"}, {"span": [81715, 81834], "answer": "This Agreement between EM and Buyer shall be governed by the laws of Belgium (excluding its rules on conflict of laws).", "file_path": "cuad/WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement.txt"}]
Question: Consider the Distributor Agreement between Ingram Micro and NETGEAR; What is the duration of any warranties provided in this contract?
Relevant contract clauses:
[{"span": [16129, 16711], "answer": "The warranty period for each Product is specified in the Price List that is in effect on the date NETGEAR receives Distributor's order, and shall apply regardless of any extended warranty period which Distributor may choose to provide to its customers. NETGEAR reserves the right to change a warranty period for a specific Product but only for orders placed after the effective date of such change, provided that the minimum warranty period for all Products is ninety days, except for those Products specifically identified in the Price List as provided \" AS IS\" with no warranties.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}, {"span": [16741, 17138], "answer": "NETGEAR warrants to end-user that each item of Hardware will be free from defects in workmanship and materials for its respective warranty period which begins on the date of purchase by the end user. Should a Product fail within this warranty period, Distributor shall replace such defective Product from Distributor's inventory and accept return of the failed Product from Distributor's customer.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}, {"span": [17516, 17807], "answer": "End-users' exclusive remedy is to receive replacement Product from reseller and NETGEAR's sole obligation and liability under this warranty is to issue an off-setting credit to reseller for Product returned by reseller on behalf of its end-user because of defects in workmanship or material.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}, {"span": [17837, 18417], "answer": "NETGEAR warrants to the end-user that each item of Software, as delivered or updated by NETGEAR and properly installed and operated on the Hardware or other equipment it is originally licensed for, will function substantially as described in its then-current user documentation during its respective warranty period. If any item of Software fails to so perform during its warranty period, as the sole remedy NETGEAR of NETGEAR's supplier will at its discretion provide a suitable fix, patch or workaround for the problem which may be included in a future revision of the Software.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}, {"span": [20408, 20660], "answer": "Distributor may return previously purchased Products for replacement by an equal or greater value of different Products, under the following conditions:\n\n         a) Distributor may return Products only within the [*] period following [*] of each year.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the e-business Hosting Agreement between Bluefly, Inc. and International Business Machines Corporation; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [5859, 6254], "answer": "Each Service Option Attachment will renew automatically for an additional term equal in duration to the previous term of the applicable Service Option Attachment unless either party notifies the other party in writing at least ninety (90) days prior to the end of the then-current term for the applicable Service Option Attachment that it has elected to terminate such Service Option Attachment.", "file_path": "cuad/BLUEFLYINC_03_27_2002-EX-10.27-e-business Hosting Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between SHBV (HONG KONG) LTD and WASTE2ENERGY GROUP HOLDINGS PLC; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [39914, 39956], "answer": "This Agreement is governed by English law.", "file_path": "cuad/WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Collaboration Agreement between Ginkgo Bioworks, Inc. and Berkeley Lights, Inc. for Workflow Development on the Beacon Platform; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [167923, 168309], "answer": "Each Party will obtain and carry in full force and effect the minimum insurance requirements set forth below. Such insurance (i) will be primary insurance with respect to each Party's own participation under this Agreement and (ii) will be issued by a recognized insurer rated by A.M. Best \"A-VII\" (or its equivalent) or better, or an insurer pre-approved in writing by the other Party.", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}, {"span": [168344, 168665], "answer": "The types of insurance, and minimum limits will be: (i) any insurance policy that is required by any Applicable Law, including [***] and [***] policies where applicable; and (ii) [***] insurance with a minimum limit of [***] Dollars ($[***]) per occurrence and [***] Dollars ($[***]) in the aggregate. For clarity, [***].", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}, {"span": [168701, 169129], "answer": "Upon request by a Party, the other Party will provide Certificates of Insurance evidencing compliance with this Section 12.4 (Insurance). The insurance policies will be under an occurrence form, but if only a claims-made form is available to a Party, then such Party will continue to maintain such insurance after Expiration or the termination of this Agreement for a period of [***] ([***]) years following the end of the Term.", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [69992, 70345], "answer": "NEITHER PARTY SHALL BE LIABLE TO OTHER PARTY FOR ANY LOST PROFITS, LOST REVENUES, OR ANY OTHER INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT OR ANY ORDER, OR OUT OF THE PERFORMANCE OR BREACH OF THIS AGREEMENT OR ANY ORDER, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}]
Question: Consider the Global Master Supply Agreement between ExxonMobil Chemical Company and West Pharmaceutical Services, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [10310, 10345], "answer": "Termination Date: December 31, 2023", "file_path": "cuad/WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement.txt"}]
Question: Consider the Master Service Agreement for Clinical Research Services between CRO Consulting (Pty) Limited and Purinix Pharmaceuticals LLC; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [4137, 4222], "answer": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "file_path": "cuad/PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement.txt"}]
Question: Consider the Distributor Agreement between B & C General Warehouse Corporation LLC and Distributor for Coffee Products; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [19937, 20115], "answer": "Distributor shall assign to Company, without charge, any rights in the trademarks of Company that may inure to the benefit of Distributor pursuant to this Agreement or otherwise.", "file_path": "cuad/GentechHoldingsInc_20190808_1-A_EX1A-6 MAT CTRCT_11776814_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}]
Question: Consider the Distributor Agreement between Ingram Micro and NETGEAR; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [17516, 17807], "answer": "End-users' exclusive remedy is to receive replacement Product from reseller and NETGEAR's sole obligation and liability under this warranty is to issue an off-setting credit to reseller for Product returned by reseller on behalf of its end-user because of defects in workmanship or material.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}, {"span": [18154, 18417], "answer": "If any item of Software fails to so perform during its warranty period, as the sole remedy NETGEAR of NETGEAR's supplier will at its discretion provide a suitable fix, patch or workaround for the problem which may be included in a future revision of the Software.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}, {"span": [19519, 19740], "answer": "THE FOREGOING WARRANTIES AND LIMITATIONS ARE EXCLUSIVE REMEDIES AND ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT ANY LIMITATION WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}, {"span": [32761, 32961], "answer": "Except as expressly agreed in writing between the parties, no party is liable to the other for any dollar amounts, costs or damages by reason of the expiration or earlier termination of the Agreement.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}, {"span": [33695, 34038], "answer": "NETGEAR has no liability for any settlement or compromise made without its prior written consent. Under no circumstances\n\nINGRAM NETGEAR Distributor AGREEMENT     9                                083096\n\nis NETGEAR liable for any third-party claims except for those described in this section and in the section entitled CLAIMS OF INFRINGEMENT.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}, {"span": [34570, 35529], "answer": "IN NO EVENT WILL EITHER PARTY OR THEIR RESPECTIVE PARENT CORPORATIONS OR SUPPLIERS BE LIABLE FOR (1) THE COST OF SUBSTITUTE PROCUREMENT, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (2) ANY DAMAGES RESULTING FROM INACCURATE OR LOST DATA OR LOSS OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE FURNISHING OF SERVICES, OR THE USE OR PERFORMANCE OF PRODUCTS, EVEN IF INFORMED OF SUCH DAMAGES. EXCEPT FOR DAMAGES ARISING UNDER SECTIONS 14.A AND 16.A, IN NO EVENT WILL NETGEAR's OR BAY NETWORKS' TOTAL LIABILITY FOR ANY DAMAGES IN ANY ACTION BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE [*] TO NETGEAR PURSUANT TO THE AGREEMENT. EXCEPT FOR DAMAGES ARISING FROM BREACH OF SECTIONS 6.C AND 12,13 OR 17, IN NO EVENT WELL DISTRIBUTOR's TOTAL LIABILITY FOR ANY DAMAGES IN ANY ACTION BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE [*] TO NETGEAR PURSUANT TO THE AGREEMENT.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}]
Question: Consider the e-business Hosting Agreement between Bluefly, Inc. and International Business Machines Corporation; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [5436, 5753], "answer": "This Agreement will be effective beginning on 12:01 a.m., Eastern Time, on the day after the date of last signature to these Base Terms (\"Effective Date\") and ending on the expiration and/or termination of all Service Option Attachments, unless the Agreement is terminated earlier in accordance with the terms herein.", "file_path": "cuad/BLUEFLYINC_03_27_2002-EX-10.27-e-business Hosting Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between SHBV (HONG KONG) LTD and WASTE2ENERGY GROUP HOLDINGS PLC; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [7405, 7582], "answer": "This Agreement shall commence on the Commencement Date and shall continue for a term of ten (10) years, unless previously terminated in  accordance with Clause 15 (Termination).", "file_path": "cuad/WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Collaboration Agreement between Ginkgo Bioworks, Inc. and Berkeley Lights, Inc. for Workflow Development on the Beacon Platform; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [55217, 55398], "answer": "Each Party shall have the right, during normal business hours and upon reasonable notice, to inspect all such records of the other Party, its Affiliates or Permitted Subcontractors.", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}, {"span": [121098, 122403], "answer": "At the request of the other Party, each Party will, and will cause its Affiliates to, permit an independent public accounting firm of nationally recognized standing designated by the other Party and reasonably acceptable to the audited Party, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records maintained pursuant to Section 7.7 (Financial and Other Records) solely to confirm the accuracy of all financial reports, invoices and payments made hereunder or Budget spending under an approved Workflow Development Plan. Such examinations may not (a) be conducted more than once in any [***] month period (unless a previous audit during such [***] month period revealed an overpayment (or an underpayment of a Milestone Payment, FOU License Fees, or royalty for Licensed Products) of at least [***] percent ([***]%) of the amount actually due with respect to such period) or (b) [***]. The accounting firm will execute a reasonable written confidentiality agreement with the audited Party and will disclose to the auditing Party only such information as is reasonably necessary to provide the auditing Party with information regarding any actual or potential discrepancies between the amounts actually paid and the amounts payable under this Agreement.", "file_path": "cuad/BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT.txt"}]
Question: Consider the Master Service Agreement for Clinical Research Services between CRO Consulting (Pty) Limited and Purinix Pharmaceuticals LLC; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [15305, 15431], "answer": "This Agreement shall be governed by the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles.", "file_path": "cuad/PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement.txt"}]
Question: Consider the Business Development Agreement between Liquidmetal Technologies, Inc. and Eutectix, LLC for Amorphous Alloy Collaboration; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [12110, 12507], "answer": "The Licensed Equipment: (a) is and shall remain the sole property of Liquidmetal, (b) shall be made available for reasonable inspection upon at least three (3) weeks prior written request by Liquidmetal, such inspection not to occur more than once per year during the Term, to be conducted with minimal business disruption to Eutectix and to be conducted at Liquidmetal's sole cost and expense and", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}, {"span": [65024, 66454], "answer": "Upon reasonable prior notice to Eutectix and at Liquidmetal's expense, no more than once per year, during the Term of this Agreement and for one (1) year following the expiration or termination of this Agreement, Liquidmetal or its designee shall have the right from time to time to confirm and validate: (a) that Eutectix has complied with the pricing provisions of this Agreement; (b) Eutectix's financial condition, successorship planning, and ability to continue operations; (c) that Eutectix's performance is consistent with the Agreement; (d) that Eutectix has complied with Article 10 (Compliance) of this Agreement. Upon reasonable and prior notice to Eutectix, Eutectix will also provide Liquidmetal or its designee from time to time with reasonable access to Eutectix's facility and the facilities of its sub-suppliers and other subcontractors to permit Liquidmetal to inspect the production, handling, and storage of Liquidmetal Products and the Licensed Equipment and inventories of raw materials and components. Eutectix shall maintain an orderly storage bookkeeping so that the respective inventory of the Licensed Equipment, Liquidmetal Products and property of Liquidmetal can be immediately recognized; and (e) such confirmation and validation to be conducted with minimal disruption to Eutectix's business operations and all information disclosed during such exercise to be deemed to be Confidential Information.", "file_path": "cuad/LiquidmetalTechnologiesInc_20200205_8-K_EX-10.1_11968198_EX-10.1_Development Agreement.txt"}]
Question: Consider the Distributor Agreement between B & C General Warehouse Corporation LLC and Distributor for Coffee Products; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [10024, 10395], "answer": "In addition to any other responsibilities stated in this Agreement, Company will: (a) Provide, at Distributor's reasonable request and without charge, up to 10 hours of training with regard to any characteristics of the Products that Distributor deems reasonably necessary for Distributor and its employees and agents to fulfill the purposes of Distributor's appointment,", "file_path": "cuad/GentechHoldingsInc_20190808_1-A_EX1A-6 MAT CTRCT_11776814_EX1A-6 MAT CTRCT_Distributor Agreement.txt"}]
Question: Consider the Site Development and Hosting Agreement between Hanover Direct, Inc. and The Deerskin Companies, Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [5714, 6036], "answer": "In the event the Company terminates this Agreement, the Company shall pay to HDI a termination payment, (the \"Termination Payment\") the amount of which shall be an amount equal to the aggregate Net Sales for the twelve (12) months preceding the Termination Date less $800,000, the balance of which shall be divided by two.", "file_path": "cuad/AMERICASSHOPPINGMALLINC_12_10_1999-EX-10.2-SITE DEVELOPMENT AND HOSTING AGREEMENT.txt"}]
Question: Consider the Distributor Agreement between Ingram Micro and NETGEAR; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [35002, 35529], "answer": "EXCEPT FOR DAMAGES ARISING UNDER SECTIONS 14.A AND 16.A, IN NO EVENT WILL NETGEAR's OR BAY NETWORKS' TOTAL LIABILITY FOR ANY DAMAGES IN ANY ACTION BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE [*] TO NETGEAR PURSUANT TO THE AGREEMENT. EXCEPT FOR DAMAGES ARISING FROM BREACH OF SECTIONS 6.C AND 12,13 OR 17, IN NO EVENT WELL DISTRIBUTOR's TOTAL LIABILITY FOR ANY DAMAGES IN ANY ACTION BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE [*] TO NETGEAR PURSUANT TO THE AGREEMENT.", "file_path": "cuad/NETGEAR,INC_04_21_2003-EX-10.16-DISTRIBUTOR AGREEMENT.txt"}]