Part 1. Definition
In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.
Part 2. Example
Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the order ). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the entrusted party or YICHANGTAI or LEHEYUAN ), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.

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Source: LOHA CO. LTD., F-1, 12/9/2019

3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings: KEEP AWAY FROM MOISTURE , HANDLE WITH CARE THIS SIDE UP etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:

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Source: LOHA CO. LTD., F-1, 12/9/2019

9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.

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Source: LOHA CO. LTD., F-1, 12/9/2019

12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.

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Source: LOHA CO. LTD., F-1, 12/9/2019

17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.

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Source: LOHA CO. LTD., F-1, 12/9/2019

21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6

Source: LOHA CO. LTD., F-1, 12/9/2019
Question: Highlight the parts (if any) of this contract related to Document Name that should be reviewed by a lawyer. Details: The name of the contract
Answer: 14
Explanation: This question is based on the following sentence in the passage "Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong.". The name of the contract starts at the mentioned index in the answer.
Part 3. Exercise
DISTRIBUTOR AGREEMENT

1. CERTIFICATION AND IDENTIFICATION:

COMWARE TECHNICAL SERVICES OF 17922 SKY PARK CIRCLE, SUITE E, IRVINE, CALIFORNIA 92614-6414 (COMWARE) certifies that the Products furnished under this agreement by INTERNATIONAL TEST SYSTEMS, INC. OF 4703 SHAVANO OAK, SUITE 102, SAN ANTONIO, TEXAS 78249 (ITS) will be incorporated by COMWARE as a part of COMWARE'S systems which COMWARE sells or leases to unaffiliated third parties in the regular course of COMWARE'S business and that COMWARE'S own contribution to these systems reflect a verifiable value added. COMWARE also represents that it is an experienced user of computer equipment and software sufficiently like the Products, as defined below, and that it needs only minor support in the incorporation of the Products into its lines of business.

2. DEFINITIONS:

INITIAL DISTRIBUTION PERIOD: April 15, 2000 through October 15, 2000 (6 Months from the Effective Date)

PRODUCTS: The CircuiTest 2000S In-Circuit Test System

The CircuiTest 2100 Scanner Expansion

EXCLUSIVE TERRITORIES: The 48 Contiguous United States

EFFECTIVE DATE: The earlier of the date Comware orders and pays for a minimum of $22,710 worth of Products, in any combination, or April 15, 2000.

3. EXCLUSIVE RIGHTS: Upon the effective date of this agreement COMWARE shall have the exclusive right to purchase, at the DISCOUNTS described below, and resell Products to potential customers during the Initial Distribution Period, based on the following terms and conditions:

(a) COMWARE must purchase no less than $22,710.00 worth of Products, in any combination, by April 15, 2000. This initial order shall be evidenced by valid purchase order from COMWARE to be received by ITS no later than 5:00PM April 1, 2000, with payment to be received by ITS no later than April 15, 2000. In the event either of these dates are not met, this Agreement will automatically and immediately terminate and neither of the parties hereto will have any further obligations, one to the other.

(b) Future Purchase Orders and delivery will approximate the 15 day delivery schedule (but not the dates), although payment will be made by COMWARE to ITS no later than thirty (30) days after receipt of invoice from ITS.

(c) Provided COMWARE purchases the initial products as in (a) above, COMWARE shall have the right to purchase additional Products up to a total of $45,420.00 at the following discounts:

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INITIAL DISCOUNTS:

PRODUCT IDENTIFICATION SUGGESTED RETAIL PRICE DISCOUNT PRICE TO COMWARE ------------------------------------------------------------------------------------------------- CircuiTest 2000S $5,995.00 45% $3,297.25 CircuiTest 2100 Scanner $2,995.00 56% $1,317.80

(INTERNATIONAL TEST SYSTEMS RESERVES THE RIGHT TO CHANGE THE RETAIL PRICE AT ANY TIME, WITH NOTICE TO COMWARE.)

(d) In the event COMWARE purchases products in excess of $45,420.00 during the Initial Distribution Period, COMWARE shall have the right to purchase additional Products at the following discounts:

SUBSEQUENT DISCOUNTS:

PRODUCT IDENTIFICATION SUGGESTED RETAIL PRICE DISCOUNT PRICE TO COMWARE ------------------------------------------------------------------------------------------------- CircuiTest 2000S $5,995.00 50% $2,997.50 CircuiTest 2100 Scanner $2,995.00 60% $1,198.00

(INTERNATIONAL TEST SYSTEMS RESERVES THE RIGHT TO CHANGE THE RETAIL PRICE AT ANY TIME, WITH NOTICE TO COMWARE.)

4. RENEWAL PERIOD: Provided that COMWARE purchases a minimum of $45,420.00 worth of Products, in any combination, during the Initial Distribution

Period, this Agreement will automatically renew for an additional 6 months (the Renewal Period). In the event COMWARE purchases an amount less than $45,420.00, than this Agreement will automatically terminate.

5. MINIMUM ORDERS TO MAINTAIN AGREEMENT: COMWARE must purchase order a minimum of $4,200 worth of Products per month during the Renewal Period TO maintain the terms and conditions of this Agreement. In the event COMWARE does not meet these minimum purchase requirements, this Agreement will automatically and immediately terminate and neither of the parties hereto will have any further obligations, one to the other.

6. OBLIGATIONS OF COMWARE:

o Use best efforts to market and sell the Products to customers. o Provide marketing feedback to ITS. o Train customers on and demonstrate ITS products. o COMWARE reserves the right to develop and sell value-added services that support the sales of ITS systems. o COMWARE reserves the right to develop their own marketing materials, brochures, and advertisements for ITS' products at no cost to ITS. o Communicate with and respond to ITS AND ITS inquires. o Assist ITS in customer feedback.

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7. OBLIGATIONS OF ITS:

o ITS will deliver working systems no later than 30 days after a hard copy purchase order is received from COMWARE. o ITS will provide free technical support to customers who have purchased ITS systems for a period of 30 days. After the 30 day free technical support period, ITS reserves the right to charge a reasonable fee for additional support. o ITS will be solely responsible for the production of brochures describing the products, and will provide COMWARE with ample space for placement of business card/label and provide COMWARE with as many brochures as it may from time to time reasonably require, free of charge. o In event of cancellation of a purchase order, or re-scheduling of any item on a purchase order beyond the discount period, COMWARE may be liable for bill back or adjustment of discounts based upon actual quantities of items delivered within the discount period. o COMWARE will not be penalized for delays in delivery caused by ITS, or any agent of ITS. o ITS will use its best efforts to provide a swift and complete resolution of any product-related problems, whether or not such problems are covered under the terms of the WARRANTY. In the event that one of COMWARE'S customers has a problem that is beyond the scope of COMWARE'S capabilities, ITS will address the problem without delay in the best interest of customer service.

8. WARRANTY: ITS Products are warranted free from defects of material or workmanship for 3 years after shipment from the manufacturer. Equipment purchased from ITS, which becomes defective within that time period will be repaired by ITS at its headquarters in San Antonio, Texas at no cost to COMWARE beyond cost of shipping the equipment to ITS. ITS will bear the cost of returning the item to COMWARE by UPS, REGULAR DELIVERY. priority shipping costs will be borne by COMWARE.

This warranty is contingent upon proper use and installation of the Products and does not cover equipment which has been modified without ITS' consent or which has been subjected to unusual physical or electrical stress or on which the original identification marks have been removed or altered.

9. DOCUMENTATION AND SUPPORT: ITS will supply with each of the Products ordered one set of user and technical documentation and one set of software in reproducible form.

COMWARE may purchase additional copies of the documentation and software disks at then prevailing prices.

COMWARE will receive minimal assistance and support from ITS consistent with the certifications in Section 1.

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TERMINATION: except as specifically described elsewhere in this agreement, either ITS or COMWARE shall have the right to terminate this Agreement with 30 days written notice from the other party, for any reason whatsoever.

11. GOVERNMENT SALES: COMWARE reserves the right to incorporate, as extension of this Agreement, additional terms and conditions as may be required for sale of Products to the US Government. These terms and conditions will be expressly quoted in attachments to subject purchase orders. ITS reserves the right to reject such purchase orders only under those conditions where these terms and conditions are in conflict with stated policy or corporate condition of ITS at the time the purchase orders are received.

12. ENTIRE AGREEMENT: This Agreement supersedes all prior agreements and understandings between the parties relating to the subject matter and is intended by the parties as the complete and exclusive statement of the terms of the Agreement. No modification, addition to or waiver of the terms and conditions of this Agreement shall be effective unless in writing and signed by the party against whom the same is sought to be enforced.

13. GOVERNED BY THE STATE OF TEXAS: This Agreement shall be interpreted and governed by the laws of the State of Texas. Comware agrees to submit to the jurisdiction of the State of Texas, Bexar County, USA.

INTERNATIONAL TEST SYSTEMS, INC. COMWARE TECHNICAL SERVICES

BY BY ------------------------------- ---------------------------------

PRINTED PRINTED -------------------------- ----------------------------

TITLE TITLE ---------------------------- ------------------------------

DATE DATE ----------------------------- -------------------------------

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Question: Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any warranty against defects or errors in technology, products, or services provided under the contract?
Answer:
5941