orgrctera/legalbenchrag_cuad huggingface dataset:
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; Is there a non-compete clause in this contract?
Relevant contract clauses:
[{"span": [15708, 16057], "answer": "During the Term of this Agreement, and for a period of two (2) years thereafter, Aucta shall not research, develop, manufacture, file, sell, market, or distribute more than two products containing the active ingredient Lamotrigine; nor will Aucta directly or indirectly assist any other Person or entity in carrying or any such activities. [ * * * ]", "file_path": "cuad/EtonPharmaceuticalsInc_20191114_10-Q_EX-10.1_11893941_EX-10.1_Development Agreement.txt"}]
Question: Consider the Franchise Agreement between Homewood Suites Franchise LLC and Franchisee for Homewood Suites Hotel; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [114896, 115003], "answer": "Monthly Program Fee: Four percent (4%) of the Hotel's Gross Rooms Revenue for the preceding calendar month.", "file_path": "cuad/HOSPITALITYINVESTORSTRUST,INC_04_07_2014-EX-10.26-FRANCHISE AGREEMENT.txt"}, {"span": [115056, 115263], "answer": "Any change may be established in the Standards, but the rate will not exceed the standard Monthly Program Fee as of the Effective Date plus one percent (1%) of the Hotel's Gross Rooms Revenue during the Term", "file_path": "cuad/HOSPITALITYINVESTORSTRUST,INC_04_07_2014-EX-10.26-FRANCHISE AGREEMENT.txt"}, {"span": [115268, 115376], "answer": "Monthly Royalty Fee: Five percent (5%) of the Hotel's Gross Rooms   Revenue for the preceding calendar month", "file_path": "cuad/HOSPITALITYINVESTORSTRUST,INC_04_07_2014-EX-10.26-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement for Group Income Annuities between PHL Variable Insurance Company, Phoenix Life Insurance Company, Phoenix Equity Planning Corporation, and Investors Capital Corporation; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [9445, 9615], "answer": "This Agreement shall commence on the Effective Date and shall continue until it is terminated in accordance with the  provisions of Section 15 of this Agreement (\"Term\").", "file_path": "cuad/PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Transportation Services Agreement between Marathon Petroleum Company LP and Marathon Pipe Line LLC; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [39023, 39384], "answer": "Except as otherwise provided in Section 10.5, in the event of any breach of a term or condition of this Agreement by either Party, the other Party's remedy shall be limited to the direct damages caused thereby and in no event shall a Party be liable to the other Party for any consequential, indirect, pecuniary, punitive, or economic damages, howsoever caused.", "file_path": "cuad/MPLXLP_06_17_2015-EX-10.1-TRANSPORTATION SERVICES AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between BW-3 Franchise Systems, Inc. and Franchisee for Buffalo Wild Wings; Are there any third-party beneficiaries designated in this contract?
Relevant contract clauses:
[{"span": [9025, 9100], "answer": "Other System franchisees shall be deemed third party beneficiaries of such.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}, {"span": [153485, 153575], "answer": "Lessor and Lessee expressly agree that bw-3 is a third party beneficiary of this Addendum.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [99680, 100146], "answer": "AbbVie shall have the right to grant sublicenses (or further rights of reference), through multiple tiers of Sublicensees, under the licenses and rights of reference granted in Sections 5.1.1, 5.1.2 and 5.1.3, to its Affiliates and other Persons; provided that any such sublicenses shall be consistent with the terms and conditions of this Agreement and AbbVie shall remain liable for its obligations under this Agreement and for the performance of all Sublicensees.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}, {"span": [100390, 100707], "answer": "AbbVie shall have the right, in its sole discretion, to appoint its Affiliates, and AbbVie and its Affiliates shall have the right, in their sole discretion, to appoint any other Persons, in the Territory or in any country or other jurisdiction of the Territory, to distribute, market, and sell the Licensed Products.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}, {"span": [101091, 101380], "answer": "For purposes of clarity, AbbVie and its Affiliates shall have the right, in their sole discretion, to co-promote the Licensed Products with any other Person(s), or to appoint one (1) or more Third Parties to promote the Licensed Products without AbbVie in all or any part of the Territory.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}, {"span": [245445, 245902], "answer": "AbbVie may use one (1) or more of its Affiliates to perform its obligations and duties hereunder and such AbbVie Affiliates are expressly granted certain rights herein; provided that each such Affiliate shall be bound by the corresponding obligations of AbbVie and, subject to an assignment to such Affiliate pursuant to Section 13.4, AbbVie shall remain liable hereunder for the prompt payment and performance of all their respective obligations hereunder.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}]
Question: Consider the Transfer and Servicing Agreement among Verizon Owner Trust 2020-A, Verizon ABS LLC, and Cellco Partnership d/b/a Verizon Wireless; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [150762, 151050], "answer": "Except as stated in Sections 5.3, 7.4 and 7.6, this Agreement may not be assigned by the Depositor or the Servicer without the consent of the Owner Trustee, the Indenture Trustee, the Certificateholders and the Noteholders of at least 66-2/3% of the Note Balance of the Controlling Class.", "file_path": "cuad/VerizonAbsLlc_20200123_8-K_EX-10.4_11952335_EX-10.4_Service Agreement.txt"}]
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [57519, 57733], "answer": "This Agreement shall be governed, interpreted and construed in accordance with the substantive laws of the Delaware, in the country of the United State of America, without regard to its conflict of laws principles.", "file_path": "cuad/EtonPharmaceuticalsInc_20191114_10-Q_EX-10.1_11893941_EX-10.1_Development Agreement.txt"}]
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [78300, 78785], "answer": "Following the Initial Term, Vericel may, without penalty or prejudice to any other rights or remedies Vericel may have, in its sole discretion terminate or reduce the scope of any individual activities contemplated by this Agreement or any Additional Service or with respect to any Product or terminate this Agreement as a whole with or without cause, upon [***] prior written notice of such termination or reduction (which such written notice may be provided during the Initial Term).", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}]
Question: Consider the Transportation Services Agreement between Marathon Petroleum Company LP and Marathon Pipe Line LLC; Does this contract include any volume restrictions?
Relevant contract clauses:
[{"span": [17210, 17555], "answer": "If, during any Quarter of the Contract Year, Shipper deliveries on the Pipeline exceed the applicable Quarterly Volume Commitment requirements, Shipper shall be permitted to apply Prepaid Transportation Credits against any amount due from Shipper and payable to MPL with respect to the transportation of volumes on the Pipeline for such Quarter.", "file_path": "cuad/MPLXLP_06_17_2015-EX-10.1-TRANSPORTATION SERVICES AGREEMENT.txt"}, {"span": [32140, 32305], "answer": "The amount of expansion capacity available for volume commitments pursuant to this Section 6.6 shall not exceed ninety percent (90%) of the total expansion capacity.", "file_path": "cuad/MPLXLP_06_17_2015-EX-10.1-TRANSPORTATION SERVICES AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and World Energy Solutions; Are there any third-party beneficiaries designated in this contract?
Relevant contract clauses:
[{"span": [10721, 10879], "answer": "Notwithstanding the foregoing, UTK may assign this Agreement or any portion of its Compensation as outlined herein to its subsidiaries in its sole discretion.", "file_path": "cuad/ORBSATCORP_08_17_2007-EX-7.3-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Homewood Suites Franchise LLC and Franchisee for Homewood Suites Hotel; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [97307, 97601], "answer": "The Parties agree that, except to the extent governed by the United States Trademark Act of 1946 (Lanham Act; 15 U.S.C.  lj 1050 et seq.), as amended, this Agreement will be governed by the laws of the State of New York without recourse to New York choice of law or conflicts of law principles.", "file_path": "cuad/HOSPITALITYINVESTORSTRUST,INC_04_07_2014-EX-10.26-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between BW-3 Franchise Systems, Inc. and Franchisee for Buffalo Wild Wings; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [24813, 25047], "answer": "You will not, at any time during the term of this Agreement or after its termination or expiration, contest the validity or ownership of any of the Marks or assist any other person in contesting the validity or ownership of the Marks.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}, {"span": [134145, 134382], "answer": "You agree that you will not, at any time directly or indirectly challenge or contest the validity of, or take any action to jeopardize our rights in or ownership of, any of the Marks or any registration of a Mark or any copyrighted work.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [99111, 99661], "answer": "Upon the Effective Date, AbbVie hereby grants to Harpoon a non-exclusive, royalty-free license, without the right to grant sublicenses (other than to permitted subcontractors of Harpoon in accordance with Section 3.7), under the AbbVie Patents, AbbVie Know-How, and AbbVie's interests in the Joint Patents and the Joint Know-How, to Develop and Manufacture the Licensed Compounds or Licensed Products in the Territory solely to the extent necessary for Harpoon to perform its obligations as set forth in, and subject to, the Initial Development Plan.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}]
Question: Consider the Transfer and Servicing Agreement among Verizon Owner Trust 2020-A, Verizon ABS LLC, and Cellco Partnership d/b/a Verizon Wireless; What happens in the event of a change of control of one of the parties in this contract?
Relevant contract clauses:
[{"span": [84577, 85490], "answer": "Within fifteen (15) Business Days after the merger, consolidation, succession or assignment, such Person will (i) execute an agreement to assume the Depositor's obligations under this Agreement and each Transaction Document to which the Depositor is a party (unless the assumption happens by operation of Law), (ii) deliver to the Issuer, the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that the merger, consolidation, succession or assignment and the assumption agreement comply with this Section 5.3, (iii) deliver to the Issuer, the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that the security interest in favor of the Issuer in the Depositor Transferred Property and the Indenture Trustee in the Collateral is or will be perfected and (iv) notify the Rating Agencies of the merger, consolidation, succession or assignment.", "file_path": "cuad/VerizonAbsLlc_20200123_8-K_EX-10.4_11952335_EX-10.4_Service Agreement.txt"}, {"span": [127052, 127704], "answer": "Within fifteen (15) Business Days after the merger, consolidation, succession or assignment, such Person will (i) execute an agreement to assume the Servicer's obligations under this Agreement and each Transaction Document to which the Servicer is a party (unless the assumption happens by operation of Law), (ii) deliver to the Issuer, the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that the merger, consolidation, succession or assignment and the assumption agreement comply with this Section 7.6 and (iii) notify the Rating Agencies of the merger, consolidation, succession or assignment.", "file_path": "cuad/VerizonAbsLlc_20200123_8-K_EX-10.4_11952335_EX-10.4_Service Agreement.txt"}]
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and World Energy Solutions; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [17703, 17895], "answer": "In consideration for providing these Services, AVDU shall pay UTK $120,000 worth of unregistered shares of common stock (31,413 shares) upon the execution of this Strategic Alliance Agreement.", "file_path": "cuad/ORBSATCORP_08_17_2007-EX-7.3-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Exclusive License and Product Development Agreement between Eton Pharmaceuticals, Inc. and Aucta Pharmaceuticals, Inc.; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [36378, 37095], "answer": "The term of this Agreement shall automatically become effective upon the occurrence of (i) ETON executing a commercial supply agreement with a contract manufacturing organization within forty-five (45) days of the Execution Date, provided that ETON has exercised best efforts to execute such agreement and the failure to execute is solely caused by the refusal or inability of the proposed manufacturing organization to sign a reasonable agreement; and (ii) acceptance for review of the Dossier or marketing application for [ * * * ] by the FDA no later than September 2, 2019 (such date, the \"Effective Date\") and shall end upon the termination or expiration of the Agreement as set forth in Section 11 (the \"Term\").", "file_path": "cuad/EtonPharmaceuticalsInc_20191114_10-Q_EX-10.1_11893941_EX-10.1_Development Agreement.txt"}]
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; Is there a covenant not to sue included in this contract?
Relevant contract clauses:
[{"span": [21668, 21765], "answer": "You shall not directly or indirectly contest the validity of the ownership of the Licensed Marks.", "file_path": "cuad/AIRTECHINTERNATIONALGROUPINC_05_08_2000-EX-10.4-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; Is there a most favored nation clause in this contract?
Relevant contract clauses:
[{"span": [38767, 39085], "answer": "After a Second Source commences supply of Product, in the event of a shortage of Materials or Product, MediWound will allocate to Vericel its pro rata share of MediWound's supply of the same in a manner no less favorable than those of its equivalently situated customers or MediWound's own similarly situated products.", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}]
Question: Consider the Transportation Services Agreement between Marathon Petroleum Company LP and Marathon Pipe Line LLC; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [13490, 13703], "answer": "Shipper guarantees that during each Contract Year, Shipper will meet its Quarterly Volume Commitment or, in the event it fails to do so, shall remit to MPL the Quarterly Deficiency Payment pursuant to Section 3.5.", "file_path": "cuad/MPLXLP_06_17_2015-EX-10.1-TRANSPORTATION SERVICES AGREEMENT.txt"}, {"span": [15655, 16406], "answer": "Subject to the provisions of Section 5 of this Agreement, if the volume of each Product shipped by Shipper on the Pipeline during the Quarter is less than the applicable Quarterly Volume Commitment for that Product then, in addition to paying any amounts incurred by Shipper pursuant to Section 3.4 with respect to Shipper Deliveries for such Quarter, Shipper shall also pay MPL a deficiency payment (the \"Quarterly Deficiency Payment\"); equal to the product of:\n\n(a) the difference between the applicable Quarterly Volume Commitment for that Product for such Quarter and the volume of Shipper Deliveries of that Product on the Pipeline for such Quarter (the \"Deficiency Volume\"); and\n\n(b) the applicable Tariff Rate for that Product for such Quarter.", "file_path": "cuad/MPLXLP_06_17_2015-EX-10.1-TRANSPORTATION SERVICES AGREEMENT.txt"}, {"span": [21830, 22291], "answer": "If Shipper makes a Pre-Service Increase Request, MPL shall notify Shipper of its new Quarterly Volume Commitment within thirty (30) days following receipt of Shipper's Pre-Service Increase Request, and Exhibit C shall be deemed revised to reflect Shipper's new volume commitment, which shall equal the sum of its original Capacity Request Form volume commitment and its Pre-Service Increase Request or its allocated portion thereof pursuant to this Section 3.9.", "file_path": "cuad/MPLXLP_06_17_2015-EX-10.1-TRANSPORTATION SERVICES AGREEMENT.txt"}]
Question: Consider the Transfer and Servicing Agreement among Verizon Owner Trust 2020-A, Verizon ABS LLC, and Cellco Partnership d/b/a Verizon Wireless; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [153829, 154170], "answer": "THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICTS OF LAW PRINCIPLES).", "file_path": "cuad/VerizonAbsLlc_20200123_8-K_EX-10.4_11952335_EX-10.4_Service Agreement.txt"}]
Question: Consider the Development Agreement between Howmedica Osteonics Corp. (Stryker) and Conformis, Inc. for Patient-Specific Instrumentation; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [17393, 17799], "answer": "Such termination, together with the provisions of Section 5.2 of the License Agreement,   constitutes as Stryker's sole remedy and Conformis' exclusive liability in the event of any such rejection or failure by Conformis to   deliver materially conforming Deliverables hereunder so long as such rejection or failure does not arise from Conformis' fraud,   willful misconduct, gross negligence or bad faith.", "file_path": "cuad/ConformisInc_20191101_10-Q_EX-10.6_11861402_EX-10.6_Development Agreement.txt"}, {"span": [38669, 39102], "answer": "EXCEPT FOR [**], IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE   OTHER PARTY FOR [**], EVEN IF SUCH PARTY WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH   DAMAGES. CONFORMIS' LIABILITY ON A PER OCCURRENCE BASIS UNDER SECTION 7.3(A)(IV) SHALL NOT   EXCEED THE GREATER OF (I) $[**] AND (II) THE AMOUNT OF INSURANCE COVERAGE ACTUALLY PAID TO   CONFORMIS UNDER THEN-CURRENT INSURANCE POLICIES OF CONFORMIS IN RESPECT OF SUCH   DAMAGES.", "file_path": "cuad/ConformisInc_20191101_10-Q_EX-10.6_11861402_EX-10.6_Development Agreement.txt"}, {"span": [41342, 41589], "answer": "Notwithstanding   anything to the contrary, Stryker's sole remedy and Conformis' exclusive liability for breach of Section 3.2 with respect to a   Product or a Stryker Product shall be as set forth in Section 10.1(i) of the Distribution Agreement.", "file_path": "cuad/ConformisInc_20191101_10-Q_EX-10.6_11861402_EX-10.6_Development Agreement.txt"}]
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; What is the governing law for this contract?
Relevant contract clauses:
[{"span": [92218, 92447], "answer": "This Agreement, and all claims arising under or in connection therewith, shall be governed by and interpreted in accordance with the substantive laws of the State of New York, without regard to conflict of law principles thereof.", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and World Energy Solutions; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [10239, 10720], "answer": "The benefits of the Agreement shall inure to the respective successors and assignees of the parties and assigns and representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns; provided that the rights and obligations of UTK under this Agreement may not be assigned or delegated without the prior written consent of AVDU and any such purported assignment shall be null and void.", "file_path": "cuad/ORBSATCORP_08_17_2007-EX-7.3-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [31348, 32066], "answer": "You shall procure and maintain in full force and effect during the term of this Agreement, at Your expense, insurance policies written by an insurance company satisfactory to AIRSOPURE in accordance with standards and specifications set forth in the Operations Manual or otherwise by AIRSOPURE in writing. Such policies shall name AIRSOPURE as an additional insured and shall include, at a minimum:\n\nA. Comprehensive general liability insurance in the amount of $1,000,000.00.\n\nB. Comprehensive automobile liability insurance, including collision, comprehensive, medical and liability to satisfy state law requirements.\n\nC. Additional coverage's and higher policy limits may be required from time to time by AIRSOPURE.", "file_path": "cuad/AIRTECHINTERNATIONALGROUPINC_05_08_2000-EX-10.4-FRANCHISE AGREEMENT.txt"}, {"span": [32246, 32443], "answer": "The evidence of insurance shall include a statement by the insurer that the policy or policies will not be canceled or materially altered without at least 30 days prior written notice to AIRSOPURE.", "file_path": "cuad/AIRTECHINTERNATIONALGROUPINC_05_08_2000-EX-10.4-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Transportation Services Agreement between Marathon Petroleum Company LP and Marathon Pipe Line LLC; Does this contract include any right of first refusal, right of first offer, or right of first negotiation?
Relevant contract clauses:
[{"span": [31795, 32139], "answer": "To the extent permitted by Governmental Authorities, MPL will provide to each Shipper a first right, on terms and conditions specified by MPL that is consistent with this first right, to submit a binding nomination to ship, or otherwise pay for, a committed volume of Product on the expansion capacity (\"Requested Expansion Volume Commitment\").", "file_path": "cuad/MPLXLP_06_17_2015-EX-10.1-TRANSPORTATION SERVICES AGREEMENT.txt"}, {"span": [32306, 33129], "answer": "No later than sixty (60) days following the date of MPL's Expansion Notice, Shipper must commit to, in a form acceptable to MPL in MPL's sole discretion, its Requested Expansion Volume Commitment (\"Election Deadline\"). In the event that, pursuant to this first right, MPL receives binding commitments for volumes that exceed the expansion capacity available for committed volumes, each Shipper that submitted a binding commitment pursuant to this first right procedure shall be allocated the lesser of: (i) its Requested Expansion Volume Commitment, or (ii) the Shipper's pro-rata share of the expansion capacity available for committed volumes, which shall be calculated by multiplying (1) the Shipper's Proportionate Share, times (2) the expansion capacity available for committed volumes (\"Expansion Volume Commitment\").", "file_path": "cuad/MPLXLP_06_17_2015-EX-10.1-TRANSPORTATION SERVICES AGREEMENT.txt"}]
Question: Consider the Transfer and Servicing Agreement among Verizon Owner Trust 2020-A, Verizon ABS LLC, and Cellco Partnership d/b/a Verizon Wireless; What is the expiration date of this contract?
Relevant contract clauses:
[{"span": [48792, 49066], "answer": "Cellco's appointment as custodian is effective as of the Initial Cutoff Date and will continue until the later of (i) the date on which all obligations of the Issuer have been paid in full and (ii) the date on which such appointment is terminated under this Section 3.10(f).", "file_path": "cuad/VerizonAbsLlc_20200123_8-K_EX-10.4_11952335_EX-10.4_Service Agreement.txt"}, {"span": [133830, 134098], "answer": "This Agreement will terminate on the earlier to occur of (a) the date upon which the last remaining Receivable is paid in full, settled, sold or written off and any amounts received are applied and (b) the Issuer is terminated under Section 8.1 of the Trust Agreement.", "file_path": "cuad/VerizonAbsLlc_20200123_8-K_EX-10.4_11952335_EX-10.4_Service Agreement.txt"}]
Question: Consider the Franchise Agreement between BW-3 Franchise Systems, Inc. and Franchisee for Buffalo Wild Wings; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [7204, 7412], "answer": "You do not have any right to sublicense or subfranchise others within or outside of the Designated Area and do not have the right to operate more than one (1) Franchised Restaurant within the Designated Area.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Does this contract provide for joint intellectual property ownership?
Relevant contract clauses:
[{"span": [102405, 102729], "answer": "For clarity, if AbbVie does not exercise its License Option, Harpoon retains all rights under Harpoon's interests in the Joint Patents and the Joint Know-How, if any, to Exploit the Licensed Compounds and Licensed Products in its sole discretion without duty to account to AbbVie in connection with such use or Exploitation.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}, {"span": [129242, 130628], "answer": "Subject to Section 3.8.2(c), as between the Parties, each Party, or their respective Affiliates, shall own an equal, undivided interest in and to any and all (a) Information and inventions that are conceived, discovered, developed or otherwise made jointly by or on behalf of Harpoon or its Affiliates (including subcontractors thereof), on the one hand, and AbbVie or its Affiliates (including subcontractors thereof), on the other hand, in connection with the work conducted under or in connection with this Agreement, in each case whether or not patented or patentable (the \"Joint Know-How\"), and (b) Patents (the \"Joint Patents\") and other intellectual property rights with respect to the Information and inventions described in subclause (a) (together with Joint Know-How and Joint Patents, the \"Joint Intellectual Property Rights\"). Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents. Subject to the licenses and rights of reference granted under Sections 5.1 and 5.2 and, in the case of Harpoon, its exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent from or accounting to the other Party.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}, {"span": [131906, 132252], "answer": "Each Party will promptly disclose to the other Party in writing, the conception, discovery, development or making of any Joint Know-How or Joint Patents by Persons who perform activities for it under this Agreement. Each Party will execute and record assignments and other necessary documents consistent with such ownership promptly upon request.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}]
Question: Consider the Development Agreement between Howmedica Osteonics Corp. (Stryker) and Conformis, Inc. for Patient-Specific Instrumentation; Is there uncapped liability under this contract?
Relevant contract clauses:
[{"span": [38669, 38834], "answer": "EXCEPT FOR [**], IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE   OTHER PARTY FOR [**], EVEN IF SUCH PARTY WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH   DAMAGES.", "file_path": "cuad/ConformisInc_20191101_10-Q_EX-10.6_11861402_EX-10.6_Development Agreement.txt"}]
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; What is the notice period required to terminate the renewal?
Relevant contract clauses:
[{"span": [77094, 77736], "answer": "After the Initial Term (including any extension thereto made in accordance with the preceding sentence), the Agreement may be extended on a yearly basis up to ten (10) years at Vericel's sole discretion, with renewal notice to be provided to MediWound no later than twelve (12) months prior to the expiry of any yearly extension (the \"Renewal Term\", and the Initial Term, together with the Renewal Term, if any, the \"Term\"); provided that unless otherwise agreed by the Parties, the Term of this Agreement (including the Initial Term, any extension of the Initial Term and any Renewal Terms) shall be no more than fifteen (15) years in total.", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; What are the audit rights under this contract?
Relevant contract clauses:
[{"span": [14087, 14540], "answer": "Provide AIRSOPURE and its representatives with unlimited access to FRANCHISEE'S offices or its AIRSOPURE Center (personal residence excluded), including Your books, computer system (for sales and products only, unless we are auditing You) and records of the Franchise, during normal business hours for purposes of conducting inspections to fully examine and evaluate Your methods of doing business, including interviews with Your employees and customers", "file_path": "cuad/AIRTECHINTERNATIONALGROUPINC_05_08_2000-EX-10.4-FRANCHISE AGREEMENT.txt"}, {"span": [27801, 28118], "answer": "AIRSOPURE or its designated agents shall have the right at all reasonable times to examine and copy, at its expense, all books, records, receipts and tax returns of Yours related to the Franchise and, at its option, to have an independent audit made, and thereupon be allowed to search Your computer accounting files.", "file_path": "cuad/AIRTECHINTERNATIONALGROUPINC_05_08_2000-EX-10.4-FRANCHISE AGREEMENT.txt"}, {"span": [28522, 28918], "answer": "If an inspection discloses an underpayment to AIRSOPURE of 2% or more of the total amount that should have been paid to AIRSOPURE, You shall, in addition to repayment of such understated amount with interest, reimburse AIRSOPURE for any and all costs and expenses incurred in connection with the inspection or audit (including, without limitation,\n\n\n\n\n\nreasonable accounting and attorneys' fees).", "file_path": "cuad/AIRTECHINTERNATIONALGROUPINC_05_08_2000-EX-10.4-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Transportation Services Agreement between Marathon Petroleum Company LP and Marathon Pipe Line LLC; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [40575, 41072], "answer": "If MPL is in compliance with the terms and conditions of this Agreement, and Shipper decides to terminate this Agreement after the Effective Date but prior to the commencement of transportation service on the Pipeline, Shipper shall notify MPL of its decision to terminate within one hundred and eighty (180) days of the Project's in-service date to allow MPL the opportunity to provide Shipper's unwanted capacity to other interested shippers as Unsubscribed Capacity as set forth in Section 3.8.", "file_path": "cuad/MPLXLP_06_17_2015-EX-10.1-TRANSPORTATION SERVICES AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and World Energy Solutions; Can this contract be terminated for convenience, and under what conditions?
Relevant contract clauses:
[{"span": [3604, 3686], "answer": "Either party may terminate this Agreement at any time with 30 days written notice.", "file_path": "cuad/ORBSATCORP_08_17_2007-EX-7.3-STRATEGIC ALLIANCE AGREEMENT.txt"}, {"span": [14507, 14589], "answer": "Either party may terminate this agreement at any time with 30 days written notice.", "file_path": "cuad/ORBSATCORP_08_17_2007-EX-7.3-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between BW-3 Franchise Systems, Inc. and Franchisee for Buffalo Wild Wings; How is intellectual property ownership assigned in this contract?
Relevant contract clauses:
[{"span": [24707, 24811], "answer": "Any developments and improvements by you relating to the Marks or the System shall be our sole property.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}, {"span": [52775, 53107], "answer": "All modifications and enhancements made to the approved information system shall be our property (or the appropriate vendor if we so designate), without regard to the source of the modification or enhancement. You agree to execute any documents, in the form provided by us, that we determine are necessary to reflect such ownership.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}, {"span": [94245, 94678], "answer": "You will take such action as may be necessary to cancel or assign to us or our designee, at our option, any assumed name rights or equivalent registration filed with state, city, or county authorities which contains the name \"Buffalo Wild Wings,\" \"bw-3\" or any Mark, and you will furnish us with evidence satisfactory to us of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Does this contract include any revenue or profit-sharing arrangements?
Relevant contract clauses:
[{"span": [112888, 113858], "answer": "As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.5.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product- by-Licensed Product basis, AbbVie shall pay to Harpoon a royalty on Net Sales of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates:\n\nNet Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nWith respect to each Licensed Product in each country or other jurisdiction in the Territory, [***].", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}, {"span": [117716, 117839], "answer": "AbbVie shall pay to Harpoon the royalty amounts due with respect to a given [***] within [***] after the end of such [***].", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}]
Question: Consider the Development Agreement between Howmedica Osteonics Corp. (Stryker) and Conformis, Inc. for Patient-Specific Instrumentation; Does the licensee's affiliates have any licensing rights under this contract?
Relevant contract clauses:
[{"span": [19522, 20212], "answer": "Except as specifically provided in the Distribution Agreement, Conformis shall be prohibited from   developing or assisting another in developing, or causing another to develop, Patient-Specific Instrumentation for Off-The-Shelf   Knee Implants for any Third Party in the field of orthopedics until January 1, 2032 (or earlier, to the extent set forth in Section   2.3.3.4 or Section 2.3.5 of the Distribution Agreement), with the exception that Conformis (including any entity involved in a   Change of Control of Conformis, any such entity an \"Acquirer\"), may develop Patient-Specific Instrumentation for any Off-The-   Shelf Implants of Conformis, an Acquirer or any of their Affiliates.", "file_path": "cuad/ConformisInc_20191101_10-Q_EX-10.6_11861402_EX-10.6_Development Agreement.txt"}]
Question: Consider the Supply Agreement between MediWound Ltd. and Vericel Corporation; What is the renewal term for this contract?
Relevant contract clauses:
[{"span": [77094, 77736], "answer": "After the Initial Term (including any extension thereto made in accordance with the preceding sentence), the Agreement may be extended on a yearly basis up to ten (10) years at Vericel's sole discretion, with renewal notice to be provided to MediWound no later than twelve (12) months prior to the expiry of any yearly extension (the \"Renewal Term\", and the Initial Term, together with the Renewal Term, if any, the \"Term\"); provided that unless otherwise agreed by the Parties, the Term of this Agreement (including the Initial Term, any extension of the Initial Term and any Renewal Terms) shall be no more than fifteen (15) years in total.", "file_path": "cuad/VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT.txt"}]
Question: Consider the Transition Services Agreement between Reynolds Group Holdings Inc. and Reynolds Consumer Products Inc.; What are the insurance requirements under this contract?
Relevant contract clauses:
[{"span": [53212, 53896], "answer": "Each Party shall obtain and maintain, for the Term (i) commercial general liability insurance with a single combined liability limit of at least $5,000,000 per occurrence, (ii) workers compensation/employer's liability insurance with a liability limit of at least $1,000,000 per occurrence or, if greater, the statutory minimum, and (iii) \"all risk\" property insurance on a replacement cost basis adequate to cover all assets and business interruption Losses that a Party may suffer in connection with or arising out of this Agreement, subject to policy limits, and in the case of the policies described in clause (i) above, naming the other Party as an additional insured thereunder.", "file_path": "cuad/ReynoldsConsumerProductsInc_20200121_S-1A_EX-10.22_11948918_EX-10.22_Service Agreement.txt"}]
Question: Consider the Franchise Agreement between Airsopure International Group, Inc. and Franchisee; Are the licenses granted under this contract non-transferable?
Relevant contract clauses:
[{"span": [22299, 22528], "answer": "The right and license to use the Licensed Marks granted hereunder to You is nonexclusive, and AIRSOPURE may use and grant franchises to others to use the Licensed Marks in any manner except as expressly provided otherwise herein.", "file_path": "cuad/AIRTECHINTERNATIONALGROUPINC_05_08_2000-EX-10.4-FRANCHISE AGREEMENT.txt"}, {"span": [34202, 34399], "answer": "Accordingly, You shall not sell, assign, transfer, convey, give away, mortgage or otherwise encumber any direct or indirect interest in the Franchise without the prior written consent of AIRSOPURE.", "file_path": "cuad/AIRTECHINTERNATIONALGROUPINC_05_08_2000-EX-10.4-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Strategic Alliance Agreement between UTEK Corporation and World Energy Solutions; Is there a clause preventing the solicitation of employees in this contract?
Relevant contract clauses:
[{"span": [8936, 9332], "answer": "AVDU agrees that for a twenty four months (24) following the execution of this Agreement, AVDU shall not, without UTEK's prior written consent, directly or indirectly solicit for employment any present employee of UTEK, or request induce or advise any employee of UTEK to leave the employ of UTEK. In turn, UTEK agrees that it will not directly or indirectly solicit any present employee of AVDU.", "file_path": "cuad/ORBSATCORP_08_17_2007-EX-7.3-STRATEGIC ALLIANCE AGREEMENT.txt"}]
Question: Consider the Franchise Agreement between BW-3 Franchise Systems, Inc. and Franchisee for Buffalo Wild Wings; Is there a minimum commitment required under this contract?
Relevant contract clauses:
[{"span": [22795, 22949], "answer": "At least three (3) persons actively involved in the management and operation of the Franchised Restaurant must successfully complete the training program.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}, {"span": [43163, 43304], "answer": "You will, on an annual basis, participate in a minimum of fifty percent (50%) of the promotional programs introduced by us from time to time.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}, {"span": [57481, 57709], "answer": "At the time of opening you must have a minimum of Fifty Thousand Dollars ($50,000) in immediately accessible working capital funds to be used solely to defray the costs of operating the Restaurant for the initial several months.", "file_path": "cuad/BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT.txt"}]
Question: Consider the Transportation Services Agreement between Marathon Petroleum Company LP and Marathon Pipe Line LLC; Is there a most favored nation clause in this contract?
Relevant contract clauses:
[{"span": [39391, 40004], "answer": "Upon termination of this Agreement for reasons other than a default by Shipper, pursuant to any provisions of this Agreement or any other termination of this Agreement initiated by Shipper pursuant to Section 5, Shipper shall have the right to require MPL to enter into a new transportation service agreement with Shipper that (a) is consistent with the terms and objectives set forth in this Agreement and (b) has commercial terms that are, in the aggregate, equal to or more favorable to Shipper than fair market value terms as would be agreed by similarly-situated parties negotiating at arm's length provided.", "file_path": "cuad/MPLXLP_06_17_2015-EX-10.1-TRANSPORTATION SERVICES AGREEMENT.txt"}]
Question: Consider the Development Agreement between Howmedica Osteonics Corp. (Stryker) and Conformis, Inc. for Patient-Specific Instrumentation; What licenses are granted under this contract?
Relevant contract clauses:
[{"span": [24651, 24963], "answer": "To the extent required and for the avoidance of doubt, Stryker hereby grants Conformis, and Conformis hereby   accepts, a non-exclusive license to the Stryker Background IP and Improved Stryker Background IP solely for purposes of   performing any obligations under this Agreement and the Distribution Agreement.", "file_path": "cuad/ConformisInc_20191101_10-Q_EX-10.6_11861402_EX-10.6_Development Agreement.txt"}]
Question: Consider the Development and Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd.; Is there an anti-assignment clause in this contract?
Relevant contract clauses:
[{"span": [230505, 231094], "answer": "Without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed, neither Party shall sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided that either Party may make such an assignment without the other Party's consent to its Affiliate or to a successor, whether in a merger, sale of stock, sale of assets or any other transaction, of the business to which this Agreement relates.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}, {"span": [231266, 231370], "answer": "Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}, {"span": [245445, 245902], "answer": "AbbVie may use one (1) or more of its Affiliates to perform its obligations and duties hereunder and such AbbVie Affiliates are expressly granted certain rights herein; provided that each such Affiliate shall be bound by the corresponding obligations of AbbVie and, subject to an assignment to such Affiliate pursuant to Section 13.4, AbbVie shall remain liable hereunder for the prompt payment and performance of all their respective obligations hereunder.", "file_path": "cuad/HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement.txt"}]
Question: Consider the Transition Services Agreement between Reynolds Group Holdings Inc. and Reynolds Consumer Products Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [52068, 52652], "answer": "IN NO EVENT SHALL ANY PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOST REVENUES THAT THE OTHER PARTY MAY INCUR BY REASON OF ITS HAVING ENTERED INTO OR RELIED UPON THIS AGREEMENT, OR IN CONNECTION WITH ANY OF THE SERVICES PROVIDED HEREUNDER OR THE FAILURE THEREOF, REGARDLESS OF THE FORM OF ACTION IN WHICH SUCH DAMAGES ARE ASSERTED, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME OTHER THAN TO THE EXTENT AWARDED IN A THIRD PARTY CLAIM.", "file_path": "cuad/ReynoldsConsumerProductsInc_20200121_S-1A_EX-10.22_11948918_EX-10.22_Service Agreement.txt"}, {"span": [52658, 52927], "answer": "EXCEPT WITH RESPECT TO A MATERIAL BREACH CONSTITUTING WILLFUL MISCONDUCT BY A PROVIDER, REPEAT PERFORMANCE OF A SERVICE BY THE PROVIDER OR REFUND OF THE FEES PAID FOR A SERVICE SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE SERVICES STANDARD FOR SUCH SERVICE.", "file_path": "cuad/ReynoldsConsumerProductsInc_20200121_S-1A_EX-10.22_11948918_EX-10.22_Service Agreement.txt"}, {"span": [52996, 53187], "answer": "IN NO EVENT SHALL A PARTY'S LIABILITY IN RELATION TO SERVICES PROVIDED UNDER THIS AGREEMENT EXCEED THE FEES PAID TO IT UNDER THIS AGREEMENT FOR THE SPECIFIC SERVICE THAT RESULTED IN THE LOSS.", "file_path": "cuad/ReynoldsConsumerProductsInc_20200121_S-1A_EX-10.22_11948918_EX-10.22_Service Agreement.txt"}]