{ "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Document Name": "SUPPLY CONTRACT", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Parties": "Shenzhen LOHAS Supply Chain Management Co., Ltd.", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Agreement Date": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Effective Date": "The Contract is valid for 5 years, beginning from and ended on", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Expiration Date": "The Contract is valid for 5 years, beginning from and ended on", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Renewal Term": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Notice Period To Terminate Renewal": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Governing Law": "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.", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Most Favored Nation": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Non-Compete": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Exclusivity": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__No-Solicit Of Customers": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Competitive Restriction Exception": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__No-Solicit Of Employees": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Non-Disparagement": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Termination For Convenience": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Rofr/Rofo/Rofn": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Change Of Control": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Anti-Assignment": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Revenue/Profit Sharing": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Price Restrictions": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Minimum Commitment": "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", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Volume Restriction": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Ip Ownership Assignment": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Joint Ip Ownership": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__License Grant": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Non-Transferable License": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Affiliate License-Licensor": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Affiliate License-Licensee": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Unlimited/All-You-Can-Eat-License": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Irrevocable Or Perpetual License": "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.", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Source Code Escrow": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Post-Termination Services": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Audit Rights": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Uncapped Liability": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Cap On Liability": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery.", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Liquidated Damages": "The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery.", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Warranty Duration": "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.", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Insurance": "To be covered by the Seller for 110% invoice value against All Risks and War Risk.", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Covenant Not To Sue": "", "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Third Party Beneficiary": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Document Name": "WEB SITE HOSTING AGREEMENT", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Parties": "i-on interactive,", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Agreement Date": "6th day of April, 1999", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Effective Date": "6th day of April, 1999", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Expiration Date": "The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof.", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Renewal Term": "This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the 4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Notice Period To Terminate Renewal": "This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the 4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Governing Law": "This Agreement was entered into in the State of Florida, and its validity, construction, interpretation, and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida.", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Most Favored Nation": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Non-Compete": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Exclusivity": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__No-Solicit Of Customers": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Competitive Restriction Exception": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__No-Solicit Of Employees": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Non-Disparagement": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Termination For Convenience": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Rofr/Rofo/Rofn": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Change Of Control": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Anti-Assignment": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Revenue/Profit Sharing": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Price Restrictions": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Minimum Commitment": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Volume Restriction": "13. up to 1 hour per month of Web site administration services at no additional charge, limited to: requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup; answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Ip Ownership Assignment": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Joint Ip Ownership": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__License Grant": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Non-Transferable License": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Affiliate License-Licensor": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Affiliate License-Licensee": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Irrevocable Or Perpetual License": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Source Code Escrow": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Post-Termination Services": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Audit Rights": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Uncapped Liability": "i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Cap On Liability": "i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be limited to one (1) month's fees and the remaining portion of any prepaid fees.", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Liquidated Damages": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Warranty Duration": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Insurance": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Covenant Not To Sue": "", "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Third Party Beneficiary": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Document Name": "CO-PROMOTION AGREEMENT", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Parties": "Valeant Pharmaceuticals North America LLC, a Delaware limited liability company (\"Valeant\"). Dova and Valeant are each referred to individually as a \"Party\" and together as the \"Parties\".", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Agreement Date": "September 26, 2018", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Effective Date": "September 26, 2018", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Expiration Date": "This Agreement shall become effective as of the Effective Date and, unless earlier terminated as provided in this ARTICLE 12, shall extend until the four (4) year anniversary of the Effective Date (the \"Term\").", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Renewal Term": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Notice Period To Terminate Renewal": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Governing Law": "This Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the [***] applicable to agreements made and to be performed entirely in such state, including its statutes of limitation but without giving effect to the conflict of law principles thereof.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Most Favored Nation": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Non-Compete": "[***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Exclusivity": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__No-Solicit Of Customers": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Competitive Restriction Exception": "Notwithstanding anything to the contrary, in no event shall the restrictions set forth in this Section 2.3.2 apply to [***].", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__No-Solicit Of Employees": "[***], neither Valeant nor Dova (nor any of their respective Affiliates) shall directly or indirectly solicit for hire or employee as an employee, consultant or otherwise any of the other Party's professional personnel who have had direct involvement with the JSC, with the Valeant Activities under this Agreement (which, in the case of Valeant, includes the Field Force Personnel) or with Dova's commercialization activities for the Product, without the other Party's prior written consent.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Non-Disparagement": "Valeant shall not at any time during the Term knowingly do or allow to be done any act or thing which will in any way impair or diminish the rights of Dova in or to the Dova Trademarks and Copyrights.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Termination For Convenience": "Either Party shall have the right to terminate this Agreement before the end of the Term for its convenience upon [***] written notice to the other Party (and any such termination shall become effective at the end of such [***]); [***].", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Rofr/Rofo/Rofn": "In the event either Party desires to make such an assignment or other transfer of this Agreement or any rights or obligations hereunder, such Party shall deliver a written notice to the other Party requesting the other Party's written consent in accordance with this Section 13.2, and the other Party shall provide such Party written notice of its determination whether to provide such written consent within [***] following its receipt of such written notice from such Party.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Change Of Control": "Except as provided in this Section 13.2, this Agreement may not be assigned or otherwise transferred, nor may any rights or obligations hereunder be assigned or transferred, by either Party, without the written consent of the other Party (such consent not to be unreasonably withheld); provided that a merger, sale of stock or comparable transaction shall not constitute an assignment.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Anti-Assignment": "Any attempted assignment not in accordance with this Section 13.2 shall be void.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Revenue/Profit Sharing": "Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows: (a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; (b) For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; and (c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Price Restrictions": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Minimum Commitment": "\"Quarterly Minimum Details\" for an applicable Calendar Quarter shall mean [***].", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Volume Restriction": "(i) the number of units of such SKU of Products shipped by Dova (or its Affiliates or its Intermediaries) to the Non-Retail Institutions in the Territory during an applicable period (excluding any shipments in excess of one unit of either SKU shipped to such Non-Retail Institutions based on the initial orders from such Non-Retail Institutions): MULTIPLIED BY (ii) the applicable Specialty Fraction for such SKU of the Product for the applicable period, MULTIPLIED BY (iii) the applicable WAC for such SKU of the Product for the applicable period, MULTIPLIED BY (iv) the Gross to Net Fraction for such SKU of the Product for the applicable period.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Ip Ownership Assignment": "The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Joint Ip Ownership": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__License Grant": "During the Term, subject to the terms and conditions of this Agreement, Dova hereby grants to Valeant the right, on a co-exclusive basis (solely with Dova and its Affiliates), to Detail and promote the Product in the Specialty in the Territory in the Field, and to conduct the Valeant Activities and the activities of the institutional account management team (pursuant to and subject to the terms of Section 4.1.5) for the Product in the Territory in the Field in accordance with the terms and conditions of this Agreement.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Non-Transferable License": "Except to Affiliates of Valeant, Valeant's rights and obligations under this Section 2.1 are non-transferable, non-assignable, and non-delegable.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Affiliate License-Licensor": "[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Affiliate License-Licensee": "[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Unlimited/All-You-Can-Eat-License": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Irrevocable Or Perpetual License": "[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Source Code Escrow": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Post-Termination Services": "Solely in the event that Dova has terminated this Agreement pursuant to Section 12.3.1 and notwithstanding anything else herein, in consideration of the promotion services performed by Valeant during the Term, with respect to the Tail Period, Dova shall make payments to Valeant in an amount equal to [***] of the amounts that would have been payable by Dova to Valeant with respect to such Tail Period pursuant to Section 6.1 had the Agreement not been so terminated.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Audit Rights": "Valeant shall have the right, at its own expense, during normal business hours and upon reasonable prior notice, through certified public accounting firm or other auditor selected by Valeant and reasonably acceptable to Dova and upon execution of a confidentiality agreement reasonably satisfactory to Dova in form and substance, to inspect and audit the applicable records and books maintained by Dova for purposes of verifying Dova's payment obligations within this Agreement, including the applicable records and books of account maintained by Dova, or any Affiliate, as applicable, with respect to Net Sales in order to confirm the accuracy and completeness of such records and books of account and all payments hereunder; provided, however, that (i) such examination shall not take place more often than once per every twelve (12) months during the Term and once during the one (1) year period following the end of the Term, and (ii) such examination shall not cover a period of time that has previously been audited; provided that Valeant shall have the right to conduct additional \"for cause\" audits to the extent necessary to address significant problems relating to Dova's payment obligations hereunder.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Uncapped Liability": "THE FOREGOING SENTENCE SHALL NOT LIMIT (1) THE OBLIGATIONS OF EITHER PARTY TO INDEMNIFY THE OTHER PARTY FROM AND AGAINST THIRD PARTY CLAIMS UNDER SECTION 11.1 OR 11.2, AS APPLICABLE, OR (2) DAMAGES AVAILABLE FOR A PARTY'S BREACH OF THE CONFIDENTIALITY AND NON-USE OBLIGATIONS IN ARTICLE 9.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Cap On Liability": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Liquidated Damages": "Notwithstanding the above, the sole remedy of Dova for breach of this Section 4.1.2 shall be (i) the adjustment to the promotion fee as set forth in Section 6.1.2 and (ii) the termination right set out in Section 12.2.2.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Warranty Duration": "", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Insurance": "Each Party acknowledges and agrees that during the Term, it shall maintain, through purchase or self- insurance, adequate insurance, including products liability coverage and comprehensive general liability insurance, adequate to cover its obligations under this Agreement and which are consistent with normal business practices of prudent companies similarly situated.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Covenant Not To Sue": "During the Term, Valeant will not contest the ownership of the Dova Trademarks and Copyrights, their validity, or the validity of any registration therefor.", "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Third Party Beneficiary": "Except as set forth in ARTICLE 11, no Person other than Dova or Valeant (and their respective Affiliates and permitted successors and assignees hereunder) shall be deemed an intended beneficiary hereunder or have any right to enforce any obligation of this Agreement.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Document Name": "AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Parties": "EKR THERAPEUTICS, INC. AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT THIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (the \"Agreement\") is made on October 15, 2009 (the \"Agreement Date\") and is effective as of the Effective Date (as defined below), between: PACIRA PHARMACEUTICALS, INC. (F/K/A SKYEPHARMA, INC.) a company incorporated in the state of California whose principal place of business is 10450 Sciences Center Drive, San Diego, California 92121 USA (\"PPI\");", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Agreement Date": "OCTOBER 15, 2009", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Effective Date": "\"Effective Date\" Means August 10, 2007;", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Expiration Date": "This Agreement shall commence on the Effective Date and, subject to earlier termination in accordance with the provisions of Section 16, shall continue in force for a period being the longer of fifteen (15) years from first Commercial Launch of the Product in the Territory or until the expiration of the last valid claim in the PPI Patents covering the Product in any country of the Territory (the \"Initial Term\").", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Renewal Term": "Thereafter the term of this Agreement shall automatically renew for consecutive periods of two (2) years each.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Notice Period To Terminate Renewal": "Thereafter the term of this Agreement shall automatically renew for consecutive periods of two (2) years each. Notwithstanding the foregoing, this Agreement can be terminated by EKR at the end of the Initial Term by delivery of written notice to PPI at least one hundred eighty (180) days prior to the end of the Initial Term or any renewal term.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Governing Law": "This Note shall be governed by and construed in accordance with the laws of the State of New York, excluding any conflict-of-laws rule or principle that may refer the governance, construction or interpretation of this Note to the laws of another State.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Most Favored Nation": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Non-Compete": "EKR shall not, during [**], market, distribute or sell a Competing Product in the Territory unless during such time an A/B rated generic product of the Product(s) is launched in such country of the Territory or in the event this Agreement is terminated or EKR exercises its rights under Section 17.4 hereof.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Exclusivity": "Subject to the terms of this Agreement, PPI hereby appoints EKR and EKR agrees to be retained as the exclusive distributor, and Authorized Distributor of Record, of the Products in the Field in the Territory during the Term to market, distribute, warehouse and sell the Products.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __No-Solicit Of Customers": "EKR shall at its own cost and expense, during the term of this Agreement, promote, market, sell and distribute the Products to customers within the Territory and provided that PPI has supplied EKR with necessary quantities of Product, satisfy the demand for the Product throughout the Territory.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Competitive Restriction Exception": "EKR shall not, during [**], market, distribute or sell a Competing Product in the Territory unless during such time an A/B rated generic product of the Product(s) is launched in such country of the Territory or in the event this Agreement is terminated or EKR exercises its rights under Section 17.4 hereof.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __No-Solicit Of Employees": "", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Non-Disparagement": "", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Termination For Convenience": "EKR may terminate this Agreement for convenience at any time upon [**] ([**]) days prior, written notice to PPI.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Rofr/Rofo/Rofn": "During the Term, in the event EKR has the right to terminate this Agreement under Section 16.1(a) - (i) hereof (the \"Step-in Right Trigger Event\"), and EKR does not exercise its right to terminate this Agreement under such Section, EKR shall have the option to exercise step-in rights to manufacture the Product for the remainder of the Term (the \"Step-in Right\") by providing PPI written notice of such election within ninety (90) days after the Step-in Right Trigger Event (or such longer period as mutually agreed by the Parties) (the \"Step-in Right Notice\"); provided that in the event such Step-in Right Trigger Event has been cured prior to EKR's exercise of the Step-in Right, the Step-in Right shall terminate with respect to such Step-in Right Trigger Event.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Change Of Control": "Should there be a Change of Control of either Party resulting in the control of such Party by a Third Party which markets or sells a Competing Product in any part of the Territory, then the rights under this Agreement may not be assigned without the express consent of the other Party which consent shall not be unreasonably withheld.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Anti-Assignment": "Subject to Section 20.2, neither Party shall, nor shall it purport to, assign, license, transfer or change any of its rights or obligations under this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld conditioned or delayed; provided, however, that except as provided in Section 20.4 either Party may assign its rights hereunder to an Affiliate or to any successor by merger, consolidation, sale of stock or other equity interests or the sale of substantially all of the assets of such Party without the consent of the other Party.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Revenue/Profit Sharing": "(ii) by payment to EKR of [**] percent ([**]%) of any purchase price payments, license fees, other access fees or royalties received by PPI or any of its Affiliates after the Agreement Date in connection with the license (to the extent permitted hereunder) or transfer of any rights to the Product (and/or any underlying intellectual property rights) in the Field in the Territory to a Third Party (other than pursuant to any transaction described in Section 6.3 (b)(iii) below), which payment shall be made by PPI to EKR within ten (10) days of PPI's receipt of such payments; and (iii) upon any Change of Control (as defined in Section 20.4) of PPI, by repayment to EKR in full of the balance of the Advanced Royalty Payment not previously used for offsets, which payment shall be made to EKR by PPI within ten (10) days after the closing date (without any conditions) of any such Change of Control.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Price Restrictions": "Notwithstanding anything to the contrary, during the Royalty Offset Period, or until such time that the Advanced Royalty Payment balance has been fully repaid, the combined Royalty and Supply Price (as defined in the Supply Agreement) shall not exceed [**] percent ([**]%) of the net average selling price of the Product.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Minimum Commitment": "While we continue to work on our marketing plan and forecast, based on the current run rate of approximately [**] to [**] units per month, you can expect that our plan will call for the following forecast:", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Volume Restriction": "Each Party may, within 30 days of the date of exchange of statement of case pursuant to paragraph 1.4.2, serve a reply to the other side's statement of case in no more than 10,000 words.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Ip Ownership Assignment": "In accordance with the terms of the Agreement, Seller hereby sells, transfers, conveys and assigns to Purchaser all right, title and interest in and to the Transferred Equipment.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Joint Ip Ownership": "Joint Improvements shall be owned jointly by the Parties, and PPI's interest therein shall be licensed to EKR hereunder.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __License Grant": "PPI hereby grants EKR the exclusive right and license (with the right to sublicense) to use, market, promote, sell, distribute and warehouse the Products (the \"Distribution Rights\") in the Field in the Territory during the Term, as well as to make or have made the Products anywhere in the world for import or sale in the Field in the Territory in each case, under the PPI IP provided that PPI retains all rights necessary to manufacture and supply the Products to EKR in accordance with this Agreement and the Supply Agreement.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Non-Transferable License": "Further, this Note may not be transferred by either party except to a permitted transferee under the Agreement.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Affiliate License-Licensor": "\"Copyrights\" Means (i) the copyright registrations and applications for registration identified on Schedule III, (ii) works of authorship whether or not copyrightable and (iii) any other copyrights and works, together with all common law rights, used or held for use by PPI or any of its Affiliates in connection with the Products in the Territory (including, but not limited to, any license or other rights of PPI or any of its Affiliates, whether as a licensor, licensee or otherwise relation to any of the foregoing);", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Affiliate License-Licensee": "PPI shall, at EKR's cost and expense, provide EKR with all assistance, information and guidance, including where appropriate direct access to employees of and consultants to PPI and its Affiliates and shall use reasonable efforts to obtain such assistance and access from any sub-contractors of PPI and its Affiliates (including for the avoidance of doubt any manufacturers of the Product) which is reasonably necessary in relation to the conduct of any post-marketing or Phase IV studies to be conducted by EKR in the Territory or otherwise in connection with the discharge of EKR's obligations under the terms of this Agreement (including, but not limited to, the maintenance of the Transferred NDA); provided, however, that any such post-marketing or Phase IV studies to be conducted by EKR shall be at EKR's sole cost and expense.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Unlimited/All-You-Can-Eat-License": "", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Irrevocable Or Perpetual License": "EKR Improvements shall be owned by EKR and upon termination of this Agreement by PPI pursuant to Section, shall be deemed be licensed to PPI on a worldwide, non-exclusive, irrevocable basis, at a royalty or for such other consideration as may be mutually agreed upon by the parties in writing.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Source Code Escrow": "", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Post-Termination Services": "Upon any termination or expiration of this Agreement, EKR shall promptly transfer the Domain Names back to PPI.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Audit Rights": "EKR shall during business hours, on no less than 14 day's notice from PPI and not more than once in any Calendar Year, make available for inspection the records -38- and books referred to in Section 7.2.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Uncapped Liability": "Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]); provided -48- however that such limitation shall not apply to the extent that EKR or any EKR Indemnified Party is required to pay in excess of such amount to a third party in respect of a final judgment or order obtained by the third party or as a result of PPI's breach of Section 7.2.12 of the Supply Agreement.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Cap On Liability": "Notwithstanding anything contained in this Agreement or the Transition Services and Inventory Agreement or the Supply Agreement in no circumstance shall either Party be liable to the other in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, for any special, indirect or consequential loss or damage of any nature whatsoever except in the cases of fraud or intentional misconduct or in the case of PPI as a result of PPI's breach of Section 7.2.12 of the Supply Agreement.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Liquidated Damages": "Notwithstanding anything to the contrary, in the event EKR exercises it right of termination pursuant to Section 16.3(b) of this Agreement or PPI terminates this Agreement pursuant to Section 16.1(a): (i) EKR will sell the Transferred Equipment back to PPI, subject to payment by PPI to EKR (within five (5) days of the date of termination) of $[**] in cash and cancellation of any remaining obligation of EKR under the Promissory Note, (ii) the Advanced Royalty Payment shall be deemed to have been repaid in full, and EKR shall not have the right to the Royalty Offset between the date of notice of such termination and the termination date of the Agreement and (iii) EKR shall promptly transfer the Marketing Authorizations to PPI or its nominee in accordance with Section 17.1(e) below.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Warranty Duration": "During the Lease Term, PPI shall: (i) assume the risk of loss or damage to the Transferred Equipment; (ii) maintain the Transferred Equipment in good operating condition and appearance, ordinary wear and tear excepted; (iii) comply with all requirements necessary to enforce any warranty rights and to maintain eligibility for any manufacturer maintenance program; (iv) promptly repair any repairable damage to the Transferred Equipment and (v) maintain property damage and liability insurance and insurance against loss or damage to the Transferred Equipment as part of PPI's general liability insurance.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Insurance": "Each Party shall maintain, at its own cost, comprehensive product liability insurance, general commercial liability insurance and business interruption insurance at a level which is reasonable and customary taking into account the nature of the Product but which shall have combined limits of not less than $[**] per occurrence.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Covenant Not To Sue": "Should in accordance with Section 14.2, PPI decide not to participate in any such infringement action, EKR may require PPI to bring the action, subject to reimbursement by EKR for reasonable out-of-pocket expenses incurred by PPI in connection with such action.", "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Third Party Beneficiary": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Document Name": "Contract Number: ENDORSEMENT", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Parties": "Thrivent Life Insurance Company", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Agreement Date": "July 1, 2019", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Effective Date": "July 1, 2019", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Expiration Date": "July 1, 2019", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Renewal Term": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Notice Period To Terminate Renewal": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Governing Law": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Most Favored Nation": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Non-Compete": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Exclusivity": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__No-Solicit Of Customers": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Competitive Restriction Exception": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__No-Solicit Of Employees": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Non-Disparagement": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Termination For Convenience": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Rofr/Rofo/Rofn": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Change Of Control": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Anti-Assignment": "Society membership rights and privileges cannot be transferred or assigned.", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Revenue/Profit Sharing": "This contract's share, if any, will be credited as a dividend.", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Price Restrictions": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Minimum Commitment": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Volume Restriction": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Ip Ownership Assignment": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Joint Ip Ownership": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__License Grant": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Non-Transferable License": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Affiliate License-Licensor": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Affiliate License-Licensee": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Irrevocable Or Perpetual License": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Source Code Escrow": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Post-Termination Services": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Audit Rights": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Uncapped Liability": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Cap On Liability": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Liquidated Damages": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Warranty Duration": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Insurance": "Thrivent Life Insurance Company has been dissolved.", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Covenant Not To Sue": "", "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Third Party Beneficiary": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Document Name": "INTELLECTUAL PROPERTY AGREEMENT", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Parties": "HERC RENTALS INC., a Delaware corporation, with an address of 27500 Riverview Center Blvd., Bonita Springs, Florida 34134, United States of America (hereinafter \"HERC\") (hereinafter referred to collectively as the \"Parties\" and individually as a \"Party\").", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Agreement Date": "30 day of June 2016", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Effective Date": "30 day of June 2016", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Expiration Date": "\"Interim Period\" means a period of four (4) years commencing from the Effective Date of this Agreement.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Renewal Term": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Notice Period To Terminate Renewal": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Governing Law": "This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Most Favored Nation": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Non-Compete": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Exclusivity": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Customers": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Competitive Restriction Exception": "During the Interim Period, neither HERC nor any of its affiliates or subsidiaries shall, directly or indirectly, engage in the business of renting or leasing cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) in [any country in which THC or any of its affiliates or subsidiaries rents or leases cars, crossovers or light trucks (including sport utility vehicles and light commercial vehicles) as of the date of this Agreement] without THC's prior written consent, except to the extent materially consistent in type and scope with HERC's operations immediately prior to the date of this IPA.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Employees": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Non-Disparagement": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Termination For Convenience": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Rofr/Rofo/Rofn": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Change Of Control": "This Agreement shall be binding upon and shall inure to the benefit of all successors and assigns of the Parties (including by way of merger or sale of all or substantially all assets), subject to the restrictions on assignment set forth herein.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Anti-Assignment": "HERC may not assign, transfer, sublicense or delegate any of its rights hereunder or delegate its obligations hereunder without the prior written consent of HSI, and any such purported assignment, transfer, sublicense or delegation, in the absence of such consent, shall be void and without effect.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Revenue/Profit Sharing": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Price Restrictions": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Minimum Commitment": "The amount of coverage shall be a minimum of three million dollars ($3,000,000) combined single limit, with no deductible amount for each single occurrence for bodily injury and/or property damage.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Volume Restriction": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Ip Ownership Assignment": "THC will assign all right, title and interest in and to the THC ERB Domains (those domains owned by THC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule H to HERC and as more fully set forth in the Domain Name Assignment attached hereto as Exhibit D.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Joint Ip Ownership": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__License Grant": "HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Non-Transferable License": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensor": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensee": "HSI will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive worldwide license to HERC to use the mark/name HERTZ as part of company names for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Irrevocable Or Perpetual License": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Source Code Escrow": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Post-Termination Services": "HERC shall immediately discontinue use of the THC (HERTZ) ERB Domains upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall make certain that no THC (HERTZ) ERB Domains resolve to a website upon the expiration of the Interim Period or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Audit Rights": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Uncapped Liability": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Cap On Liability": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Liquidated Damages": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Warranty Duration": "", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Insurance": "HERC shall, throughout the term of this Agreement, obtain and maintain at its own cost and expense, from a qualified AAA-rated insurance company, a standard liability insurance and business interruption policy along with advertising injury 7 protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Covenant Not To Sue": "The Parties acknowledge and affirm their respective rights in and to the relevant trademark and related rights subject to this Agreement and neither Party shall directly or indirectly attack, challenge or impair the title and related rights of the other Party during the Interim Period or any time thereafter.", "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Third Party Beneficiary": "Except as otherwise provided hereunder in Section 5.2 and Section 5.3 with respect to indemnified parties, nothing contained in this Agreement shall be construed to create any third-party beneficiary rights in any individual.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Document Name": "Cooperation Agreement (2014 Amendment)", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Parties": "Nanjing Tuniu Technology Co., Ltd.,", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Agreement Date": "January 24, 2014", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Effective Date": "January 24, 2014", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Expiration Date": "Party A and Party B agree and confirm that the term of cooperation under this Agreement shall commence from the execution date hereof and end on the expiration date of the operation term of Party B (\"Term of Cooperation\").", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Renewal Term": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Governing Law": "This Agreement shall be governed by and interpreted pursuant to the laws of the People's Republic of China that are promulgated and are publicly available, provided that the general international business practices shall apply if the laws of the People's Republic of China that are promulgated and are publicly available do not involve any matter in relation to this Agreement.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Most Favored Nation": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Non-Compete": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Exclusivity": "Party A irrevocably undertakes that Party A will take Party B as its exclusive and sole partner to provide the business consultancy and technical services as well as technical consultancy to Party A and its subsidiaries.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__No-Solicit Of Customers": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Competitive Restriction Exception": "Party A irrevocably undertakes that, without Party B's consent, Party A shall not conduct any other business or make any commercial arrangement, including without limitation being engaged in or otherwise participating in any commercial activities and businesses independently or together with any other person or entity, nor shall it carry out any activities that may be competitive with or cause adverse effect to Party B's business.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__No-Solicit Of Employees": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Non-Disparagement": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Termination For Convenience": "Party B shall have the right to terminate this Agreement in advance without the prior written consent from Party A, bysending a written notice to Party A but Party A may not terminate or rescind this Agreement;", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Change Of Control": "Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Anti-Assignment": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Revenue/Profit Sharing": "Party A and Party B unanimously agree that they will allocate the proceeds generated from cooperation in accordance with thefollowing provisions: Party B shall have the right to charge, on a quarterly basis, the service fee (\"Service Fee\") from Party A or its subsidiaries who have accepted Party B's Services, or designate another person to charge Service Fee from Party A or its subsidiaries who have accepted Party B's Services. The total sum of Service Fee shall be equal to the amount of profits gained by Party A or its subsidiaries who have accepted Party B's Services.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Price Restrictions": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Minimum Commitment": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Volume Restriction": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Ip Ownership Assignment": "The Parties agree that any and all intellectual property researched and developed, created and invented by the Parties (including their employees) in the course of performance of this Agreement shall be owned by Party B.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Joint Ip Ownership": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__License Grant": "Party A intends to authorize Party B to provide to Party A and its subsidiaries the technical services and business consultancy services in relation to the internet-based sale and promotion of tour products, including but not limited to development, operation, maintenance of internet technology platform as well as consultancy services relating to sale and promotion of tour products or cooperation provided by Party B in other forms as required under this Agreement, and Party B agrees to accept such authorization.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Non-Transferable License": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Affiliate License-Licensor": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Affiliate License-Licensee": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Source Code Escrow": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Post-Termination Services": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Audit Rights": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Uncapped Liability": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Cap On Liability": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Liquidated Damages": "Except as otherwise agreed hereunder, if Party A or its subsidiaries fail to pay the Service Fee in full on schedule according to provisions of Article 4.1 and Article 4.2, then Party A or its subsidiaries shall, in addition to the continuance of the payment of Service Fee in full, it shall pay Party B the liquidated damages at a daily interest rate of 0.03% in respect of the outstanding Service Fee.", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Warranty Duration": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Insurance": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Covenant Not To Sue": "", "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Third Party Beneficiary": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Document Name": "Promotion Agreement", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Parties": "CNET,", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Agreement Date": "January 26, 1998", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Effective Date": "January 26, 1998", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Expiration Date": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three months of the Term, by giving 30 days' written notice of termination to the other party, and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Renewal Term": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Notice Period To Terminate Renewal": "If this Agreement is terminated during any of the three month periods referenced in Section 2.3.2, then the required number of Retail Impressions applicable thereunder to such three month period will be pro rated accordingly.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Governing Law": "This Agreement will be construed in accordance with and governed by the laws of the State of California, without regard to principles of conflicts of law.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Most Favored Nation": "Should the Company provide a persistent link or series of links (as distinguished from occasional and ad hoc links to product reviews either on the Company Site or in any communication by the Company to its customers) to a \"Technology Content Provider\", CNET shall be given at least equal prominence to any other Technology Content Provider provided that CNET offers comparable editorial content.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Non-Compete": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Exclusivity": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__No-Solicit Of Customers": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Competitive Restriction Exception": "During the Term, CNET will not enter into more than two other agreements under which CNET receives consideration from a Competing Computer Products Retailer for displaying permanent links to or other fixed promotions for such Competing Computer Products Retailer on any CNET Site; provided that the foregoing will not restrict the display of(a) standard advertisements for any Competing Computer Products Retailer or its products or (b) any promotions within COMPUTERS.COM or within CNET's Snap! Online service (which are expressly excluded from this provision).", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__No-Solicit Of Employees": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Non-Disparagement": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Termination For Convenience": "The term of this Agreement (the \"Term\") will begin on February 1, 1998 and end on the first anniversary of the date of this Agreement; provided that (a) either party may terminate this Agreement, effective at any time after the first three months of the Term, by giving 30 days' written notice of termination to the other party, and (b) either party may terminate this Agreement at any time by giving written notice of termination to the other party, if the other party commits a material breach of its obligations hereunder that is not cured within 30 days after notice thereof from the non-breaching party.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Rofr/Rofo/Rofn": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Change Of Control": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Anti-Assignment": "This Agreement may not be assigned by either party, except (a) to the transferee of substantially all of the business operations of such party (whether by asset sale, stock sale, merger or otherwise) or (b) to any entity that controls, is controlled by or is under common control with such party.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Revenue/Profit Sharing": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Price Restrictions": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Minimum Commitment": "For each month during the Term, the Company will pay CNET a minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Volume Restriction": "Subject to Section 4 below, CNET will provide the Company with a total of at least (a) [XXXXXX] Retail Impressions during the first three months of the Term, (b) [XXXXXX] Retail Impressions during the second three months of the Term, (c) [XXXXXX] Retail Impressions during the third three months of the Term, and (d) [XXXXXX] Retail Impressions during the fourth three months of the Term.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Ip Ownership Assignment": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Joint Ip Ownership": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__License Grant": "The Company hereby grants to CNET a non-exclusive, royalty-free license, effective throughout the Term, to use, display and publish any of the Company trademarks, tradenames, service marks and logos that may be delivered by the Company to CNET expressly for inclusion in the Promotions, solely for use in connection with the Promotions.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Non-Transferable License": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Affiliate License-Licensor": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Affiliate License-Licensee": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Irrevocable Or Perpetual License": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Source Code Escrow": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Post-Termination Services": "If this Agreement is terminated during any of the three month periods referenced in Section 2.3.2, then the required number of Retail Impressions applicable thereunder to such three month period will be pro rated accordingly.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Audit Rights": "Each party will have the right to engage an independent third party to audit the books and records of the other party relevant to the calculation of Retail Impressions or CNET Sales, upon reasonable notice and during normal business hours, and the other party will provide reasonable cooperation in connection with any such audit.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Uncapped Liability": "NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Cap On Liability": "NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Liquidated Damages": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Warranty Duration": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Insurance": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Covenant Not To Sue": "", "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Third Party Beneficiary": "", "MSCIINC_02_28_2008-EX-10.10-__Document Name": "Intellectual Property Agreement", "MSCIINC_02_28_2008-EX-10.10-__Parties": "MSCI Inc.,", "MSCIINC_02_28_2008-EX-10.10-__Agreement Date": "November 20, 2007", "MSCIINC_02_28_2008-EX-10.10-__Effective Date": "November 20, 2007", "MSCIINC_02_28_2008-EX-10.10-__Expiration Date": "", "MSCIINC_02_28_2008-EX-10.10-__Renewal Term": "", "MSCIINC_02_28_2008-EX-10.10-__Notice Period To Terminate Renewal": "", "MSCIINC_02_28_2008-EX-10.10-__Governing Law": "This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York.", "MSCIINC_02_28_2008-EX-10.10-__Most Favored Nation": "", "MSCIINC_02_28_2008-EX-10.10-__Non-Compete": "", "MSCIINC_02_28_2008-EX-10.10-__Exclusivity": "", "MSCIINC_02_28_2008-EX-10.10-__No-Solicit Of Customers": "", "MSCIINC_02_28_2008-EX-10.10-__Competitive Restriction Exception": "", "MSCIINC_02_28_2008-EX-10.10-__No-Solicit Of Employees": "", "MSCIINC_02_28_2008-EX-10.10-__Non-Disparagement": "", "MSCIINC_02_28_2008-EX-10.10-__Termination For Convenience": "", "MSCIINC_02_28_2008-EX-10.10-__Rofr/Rofo/Rofn": "", "MSCIINC_02_28_2008-EX-10.10-__Change Of Control": "", "MSCIINC_02_28_2008-EX-10.10-__Anti-Assignment": "", "MSCIINC_02_28_2008-EX-10.10-__Revenue/Profit Sharing": "", "MSCIINC_02_28_2008-EX-10.10-__Price Restrictions": "", "MSCIINC_02_28_2008-EX-10.10-__Minimum Commitment": "", "MSCIINC_02_28_2008-EX-10.10-__Volume Restriction": "", "MSCIINC_02_28_2008-EX-10.10-__Ip Ownership Assignment": "", "MSCIINC_02_28_2008-EX-10.10-__Joint Ip Ownership": "", "MSCIINC_02_28_2008-EX-10.10-__License Grant": "MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "MSCIINC_02_28_2008-EX-10.10-__Non-Transferable License": "MS hereby grants (subject to any existing third party contractual obligations) to MSCI a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MSCI to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MS Licensed Materials.", "MSCIINC_02_28_2008-EX-10.10-__Affiliate License-Licensor": "", "MSCIINC_02_28_2008-EX-10.10-__Affiliate License-Licensee": "", "MSCIINC_02_28_2008-EX-10.10-__Unlimited/All-You-Can-Eat-License": "", "MSCIINC_02_28_2008-EX-10.10-__Irrevocable Or Perpetual License": "MSCI hereby grants (subject to any existing third party contractual obligations) to MS a non-exclusive, perpetual, irrevocable, world- wide, royalty-free license for MS to use, modify, copy, create derivative works of and sublicense, for any business purpose, the MSCI Licensed Materials.", "MSCIINC_02_28_2008-EX-10.10-__Source Code Escrow": "", "MSCIINC_02_28_2008-EX-10.10-__Post-Termination Services": "", "MSCIINC_02_28_2008-EX-10.10-__Audit Rights": "", "MSCIINC_02_28_2008-EX-10.10-__Uncapped Liability": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "MSCIINC_02_28_2008-EX-10.10-__Cap On Liability": "Notwithstanding the provisions of Section 5(a) and (b), none of the members of the MS Provider Group and the MSCI Provider Group shall be liable for any special, indirect, incidental, consequential or punitive damages of any kind whatsoever in any way due to, resulting from or arising in connection with the performance of or failure to perform MS's or MSCI's obligations under this Agreement.", "MSCIINC_02_28_2008-EX-10.10-__Liquidated Damages": "", "MSCIINC_02_28_2008-EX-10.10-__Warranty Duration": "", "MSCIINC_02_28_2008-EX-10.10-__Insurance": "", "MSCIINC_02_28_2008-EX-10.10-__Covenant Not To Sue": "THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.", "MSCIINC_02_28_2008-EX-10.10-__Third Party Beneficiary": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Document Name": "Strategic Alliance Agreement AGREEMENT", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Parties": "Freedom Mortgage Corporation,", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Agreement Date": ", 2013,", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Effective Date": ", 2013,", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Expiration Date": "Unless earlier terminated as provided below, this Agreement shall remain in effect until the later to occur of the date that is (x) three (3) years from the date hereof and (y) the date on which an affiliate of Freedom Mortgage is not acting as the external manager of Cherry Hill.", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Renewal Term": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Notice Period To Terminate Renewal": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Governing Law": "This Agreement shall be governed by the laws of the State of New York, without giving effect to its principles of conflicts of laws, other than Section 5-1401 of the New York General Obligations Law.", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Most Favored Nation": "Cherry Hill agrees that upon the request of Freedom Mortgage, Cherry Hill shall cooperate with Freedom Mortgage's efforts to cause the Acknowledgement Agreement to be revised or replaced with an alternative arrangement proposed by Freedom Mortgage that is acceptable to Ginnie Mae and that will provide Cherry Hill with benefits, rights and remedies that are, in the reasonable judgment of Cherry Hill, not materially less favorable than those provided under the Acknowledgement Agreement.", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Non-Compete": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Exclusivity": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__No-Solicit Of Customers": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Competitive Restriction Exception": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__No-Solicit Of Employees": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Non-Disparagement": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Termination For Convenience": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Rofr/Rofo/Rofn": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Change Of Control": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Anti-Assignment": "This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Revenue/Profit Sharing": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Price Restrictions": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Minimum Commitment": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Volume Restriction": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Ip Ownership Assignment": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Joint Ip Ownership": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__License Grant": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Non-Transferable License": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Affiliate License-Licensor": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Affiliate License-Licensee": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Unlimited/All-You-Can-Eat-License": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Irrevocable Or Perpetual License": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Source Code Escrow": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Post-Termination Services": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Audit Rights": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Uncapped Liability": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Cap On Liability": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Liquidated Damages": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Warranty Duration": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Insurance": "", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Covenant Not To Sue": "Cherry Hill is not a party to any, nor are there pending, or to Cherry Hill's knowledge, threatened Actions (i) challenging the validity or propriety of any of the Transactions or (ii) which could materially and adversely affect the ability of Cherry Hill to perform under this Agreement.", "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Third Party Beneficiary": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Document Name": "STRATEGIC ALLIANCE AGREEMENT", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Parties": "SHBV (HONG KONG) LTD. and WASTE2ENERGY GROUP HOLDINGS PLC STRATEGIC ALLIANCE AGREEMENT 1 THIS AGREEMENT IS MADE ON THE 19 DAY OF MAY , 2010 PARTIES (1) SHBV (HONG KONG) LTD,", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Agreement Date": "19 DAY OF MAY , 2010", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Effective Date": "19 DAY OF MAY , 2010", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Expiration Date": "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).", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Renewal Term": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Governing Law": "This Agreement is governed by English law.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Compete": "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.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Exclusivity": "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.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers": "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.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees": "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.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience": "The parties may terminate this Agreement at any time by mutual consent.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Change Of Control": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment": "Each party may terminate this Agreement if in the 12 months period immediately prior to such termination they fail to achieve the target annual business levels set out in Schedule 2 of the Manufacturing Agreement between the Parties.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership": "The Parties shall jointly collaborate on all aspects of the Alliance (including in relation to technology for process and manufacture) and shall convene regular meetings from time to time in order to discuss joint activities and to give effect to the terms of this Agreement.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__License Grant": "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.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License": "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.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License": "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.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services": "The termination of this Agreement for any reason whatsoever, or its expiry:", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Audit Rights": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability": "The rights, powers and remedies provided in this Agreement are (except as expressly provided) cumulative and not exclusive of any rights, powers and remedies provided by law, or otherwise.", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Insurance": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue": "", "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Document Name": "ENDORSEMENT AGREEMENT ADDENDUM I", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Parties": "(\"NFLA-NC\"),", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Agreement Date": "November 7, 2017,", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Effective Date": "November 7, 2017,", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Expiration Date": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Renewal Term": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Notice Period To Terminate Renewal": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Governing Law": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Most Favored Nation": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Non-Compete": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Exclusivity": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__No-Solicit Of Customers": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Competitive Restriction Exception": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__No-Solicit Of Employees": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Non-Disparagement": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Termination For Convenience": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Rofr/Rofo/Rofn": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Change Of Control": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Anti-Assignment": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Revenue/Profit Sharing": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Price Restrictions": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Minimum Commitment": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Volume Restriction": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Ip Ownership Assignment": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Joint Ip Ownership": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__License Grant": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Non-Transferable License": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Affiliate License-Licensor": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Affiliate License-Licensee": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Irrevocable Or Perpetual License": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Source Code Escrow": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Post-Termination Services": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Audit Rights": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Uncapped Liability": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Cap On Liability": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Liquidated Damages": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Warranty Duration": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Insurance": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Covenant Not To Sue": "", "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Third Party Beneficiary": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Document Name": "Corporate Sponsorship Agreement", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Parties": "Freeze Tag, Inc. This Agreement (\"Agreement\") is made effective March 22, 2018, by and between Freeze Tag Inc.,", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Agreement Date": "March 22, 2018,", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Effective Date": "March 22, 2018,", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Expiration Date": "This Agreement shall commence on March 15, 2018 and will expire on March 14, 2020 unless terminated earlier pursuant to Section 13 of the Agreement (the \"Term\").", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Renewal Term": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Notice Period To Terminate Renewal": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Governing Law": "This Agreement is subject to and shall be construed in accordance with the laws of the Commonwealth of Virginia with jurisdiction and venue in federal and Virginia courts in Alexandria and Arlington, Virginia.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Most Favored Nation": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Non-Compete": "Company understands that as a not-for-profit charitable organization Association cannot promote or endorse Company's products or services, either explicitly or implicitly.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Exclusivity": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__No-Solicit Of Customers": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Competitive Restriction Exception": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__No-Solicit Of Employees": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Non-Disparagement": "The Association Marks may not be used for individual, personal or professional gain, or other private benefit, and Company shall not use the Association Marks in any manner that, in the Association's sole discretion and judgment; diminishes their value or otherwise dilutes the Association Marks; discredits the Association or tarnishes its reputation and goodwill;", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Termination For Convenience": "Before expiration of the Term, either Party may terminate this Agreement upon:", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Rofr/Rofo/Rofn": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Change Of Control": "(e) is subject to a change of control (whether by merger, stock transfer or otherwise), except in the case of an initial public offering.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Anti-Assignment": "This Agreement may not be assigned by either Party without the prior written consent of the other Party.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Revenue/Profit Sharing": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Price Restrictions": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Minimum Commitment": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Volume Restriction": "The Association will also share/retweet up to three (3) social media posts on Facebook, Twitter and Instagram-one before National Get Fit Don't Sit Day, one on May 2 and one after the campaign.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Ip Ownership Assignment": "Company shall at all times retain full ownership in and to all information respecting its business, and shall be the sole and exclusive owner of all materials created by or for the Company hereunder, with the exception of the Association Marks.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Joint Ip Ownership": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__License Grant": "The Association hereby grants Company the right to use the Association Name and Logo (\"the Association Marks\") on educational, promotional and or advertising materials throughout the Term (see Attachment \"B\").", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Non-Transferable License": "Company may not permit any third party to use the Association Marks without the express prior written approval of the Association, which may be withheld for any reason.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Affiliate License-Licensor": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Affiliate License-Licensee": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Unlimited/All-You-Can-Eat-License": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Irrevocable Or Perpetual License": "The Company grants the Association a non-exclusive, limited, revocable and conditional license during the term to use the Company Marks, solely to identify Company as a supporter of the Association.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Source Code Escrow": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Post-Termination Services": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Audit Rights": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Uncapped Liability": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Cap On Liability": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Liquidated Damages": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Warranty Duration": "", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Insurance": "During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best's rating of A+.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Covenant Not To Sue": "Company shall not, during the period of this Agreement, or any time thereafter, challenge Association's exclusive ownership or registration of Association's Marks, including any and all moral rights.", "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Third Party Beneficiary": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Document Name": "HOSTING AGREEMENT", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Parties": "eGain Communications Corporation", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Agreement Date": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Effective Date": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Expiration Date": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Renewal Term": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Notice Period To Terminate Renewal": "This Agreement shall continue in effect from the Effective Date for a one (1) year period, unless earlier terminated as set forth below, and thereafter shall renew automatically for successive one (1) year periods unless either party gives the other party at least thirty (30) days prior written notice of its intent not to renew the Agreement.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Governing Law": "This Agreement shall be governed by and construed in accordance with the laws of the State of California exclusive of its conflict of laws principles.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Most Favored Nation": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Non-Compete": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Exclusivity": "Customer agrees that, except as expressly set forth in this Section and in Section 11, it will not rent, lease, sublicense, re-sell, time-share or otherwise assign to any third party this Agreement or any of Customer's rights or licenses to access the Software or the eGain System, nor shall Customer use, or authorize others to use, the Software, Hosting Services or the eGain System to operate a service bureau.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__No-Solicit Of Customers": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Competitive Restriction Exception": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__No-Solicit Of Employees": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Non-Disparagement": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Termination For Convenience": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Rofr/Rofo/Rofn": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Change Of Control": "Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Anti-Assignment": "Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Revenue/Profit Sharing": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Price Restrictions": "At the end of the initial one-year term of this Agreement and any subsequent one-year terms, eGain may adjust the monthly fee payable under this Agreement by providing Customer written notice of such adjustment at least sixty (60) days prior to the beginning of the new term.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Minimum Commitment": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Volume Restriction": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Ip Ownership Assignment": "Except for the limited access right granted to Customer in this Agreement, all right, title and interest in and to the Software (including any and all modifications as a result of any implementation services rendered) and the eGain System are and shall remain the exclusive property of eGain and its licensors.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Joint Ip Ownership": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__License Grant": "Customer hereby grants eGain a right to use Customer's trademarks (name and logo only) designated by Customer for such limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to eGain.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Non-Transferable License": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Affiliate License-Licensor": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Affiliate License-Licensee": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Irrevocable Or Perpetual License": "To the extent that certain components of the Software may be downloaded to Customer's or User's computer as a result of accessing the Software as part of the Hosting Services, eGain grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to Users, to use such Software only in connection with the Hosting Services.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Source Code Escrow": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Post-Termination Services": "Except in the event of termination for Customer's breach, eGain shall provide Customer with an electronic copy of the final Reports (covering the month just prior to termination of this Agreement).", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Audit Rights": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Uncapped Liability": "eGain's entire liability under this Agreement for any damages from any cause whatsoever, regardless of form or action, whether in contract, negligence or otherwise, shall in no event exceed an amount equal to the price paid for the Services out of which the claim arose.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Cap On Liability": "eGain's entire liability under this Agreement for any damages from any cause whatsoever, regardless of form or action, whether in contract, negligence or otherwise, shall in no event exceed an amount equal to the price paid for the Services out of which the claim arose.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Liquidated Damages": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Warranty Duration": "In the event of a breach (other than Downtime) of the warranty set forth in Section 6.1(i) above, Customer's sole and exclusive remedy, and eGain's sole and exclusive liability shall be, at eGain's option, repair or replacement of the Software.", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Insurance": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Covenant Not To Sue": "", "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Third Party Beneficiary": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Document Name": "Manufacturing and Supply Agreement", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Parties": "Columbia Laboratories, (Bermuda) Ltd.,", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Agreement Date": "December 8, 2009 (as amended by an amendment agreement dated 31 December 2013) (the \"Existing Agreement\"), by and between Columbia Laboratories, (Bermuda) Ltd., a limited company existing and organised under the laws of Bermuda, having a place of business at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda (\"Columbia\"), and Fleet Laboratories Limited, a limited private company existing and organised under the laws of England, having a place of business at 94 Rickmansworth Road, Watford Herts, WD18 7JJ, United Kingdom (\"Fleet\") is entered into on 2018", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Effective Date": "(the \"Effective Date\").", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Expiration Date": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term.", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Renewal Term": "Unless terminated earlier pursuant to Section 12.2 below, the initial term of this Agreement shall expire on 31 December 2024 (the \"Initial Term\") unless the Parties mutually agree in writing any extension to the Initial Term.", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Notice Period To Terminate Renewal": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Governing Law": "This Amendment and and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Most Favored Nation": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Non-Compete": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Exclusivity": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__No-Solicit Of Customers": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Competitive Restriction Exception": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__No-Solicit Of Employees": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Non-Disparagement": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Termination For Convenience": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event: (i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA; 9 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) a Change of Control Event with respect to Fleet occurs; (iii) Fleet cannot supply product at a Competitive Price; or (iv) the Ares Agreement is terminated.\"", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Rofr/Rofo/Rofn": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Change Of Control": "(ii) a Change of Control Event with respect to Fleet occurs;", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Anti-Assignment": "Neither party shall, without the prior written consent (not to be unreasonably withheld or delayed) of the other party having been obtained, assign or transfer this Agreement to any person or entity, in whole or in part (and any attempt to do so shall be void), provided that, each party may assign or transfer this Agreement without such consent to any Affiliate or to any successor by merger of such party, or upon a sale or other transfer of all or substantially all of such party's assets or business to which the subject matter of this Agreement pertains, provided that the acquirer of the business confirms to the Supplier in writing its agreement to be bound by all of the terms and conditions of this Agreement and that the assignor shall remain liable for the obligations hereunder.", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Revenue/Profit Sharing": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Price Restrictions": "By way of example, if on 1 November in a calendar year during the Term, the CPI shows that there has been an increase in prices compared with the same index on 1 November the previous year [***], then [***] in the model as of 1 January in the following year [***] of the CPI increase as recorded on 1 November, [***].", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Minimum Commitment": "Fleet shall ensure that it has sufficient experienced production staff available to meet the requirements set out in each Production Schedule and at a minimum, to meet the expected non-binding forecast set out below: [***] [***] [***] [***] [***] [***] N u m b e r o f batches [***] [***] [***] [***] [***] [***]", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Volume Restriction": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Ip Ownership Assignment": "The Parties confirm that Columbia owns title to all Columbia Equipment and that Columbia shall be regarded as the owner of the Columbia Equipment notwithstanding that the Columbia Equipment shall be retained at Fleet's premises.", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Joint Ip Ownership": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__License Grant": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Non-Transferable License": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Affiliate License-Licensor": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Affiliate License-Licensee": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Irrevocable Or Perpetual License": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Source Code Escrow": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Post-Termination Services": "Each party shall maintain such insurance during the Term and thereafter for so long as it customarily maintains insurance for itself for similar products and activities (but in no event less than [***] following termination or expiration).\"", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Audit Rights": "Columbia or any other person appointed by Columbia shall have the right, in connection with any such audit, to inspect and obtain copies of any records or other documents and materials associated with or related to the manufacture of the Product.", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Uncapped Liability": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Cap On Liability": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Liquidated Damages": "", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Warranty Duration": "Fleet shall notify Columbia of any Raw Materials that do not meet the specifications of the Raw Materials, and shall provide Columbia with full details within twenty-four (24) hours of completion of the investigation, but not more than twenty (20) business days from identification of the non-conformity with the specifications.", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Insurance": "Each party shall maintain such insurance during the Term and thereafter for so long as it customarily maintains insurance for itself for similar products and activities (but in no event less than [***] following termination or expiration).\"", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Covenant Not To Sue": "Fleet shall not do or permit or cause anything to be done whereby Columbia's rights in and title to the Columbia Equipment are or may become prejudiced including, without limitation, by ensuring that Columbia Equipment are clearly marked as the property of Columbia.", "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Third Party Beneficiary": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Document Name": "SPONSORSHIP AGREEMENT", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Parties": "Excite, Inc.,", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Agreement Date": "23rd day of September, 1997", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Effective Date": "23rd day of September, 1997", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Expiration Date": "The term of this Agreement will begin on the Effective Date and will end on the second (2nd) anniversary of the Commencement Date.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Renewal Term": "Commencing not later than [****] prior to the expiration of the term of the Agreement, Excite will negotiate with Sponsor in good faith with respect to the terms and conditions under which this Agreement would be renewed.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Notice Period To Terminate Renewal": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Governing Law": "This Agreement will be governed by and construed in accordance with the laws of the State of New York", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Most Favored Nation": "If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (if entered into within the subsequent ninety (90) days) are not less favorable to Excite than previously offered by Sponsor.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Non-Compete": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Exclusivity": "Sponsor will be the exclusive retail music store sponsor of the Excite Site and the Excite Broadcast Pages.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__No-Solicit Of Customers": "Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Competitive Restriction Exception": "In no event will Excite enter into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor that would prevent Sponsor from being the exclusive source of such Music Products on the Excite Site once the Music Products become available through Sponsor.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__No-Solicit Of Employees": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Non-Disparagement": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Termination For Convenience": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Rofr/Rofo/Rofn": "Excite will offer Sponsor the right of first refusal to negotiate with Excite for renewal of this sponsorship.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Change Of Control": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Anti-Assignment": "Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with (i) a merger, reorganization or sale of all, or substantially all, of such party's assets or (ii) either party's assignment and/or delegation of its rights and responsibilities hereunder to a wholly-owned subsidiary or joint venture in which such party holds a controlling interest.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Revenue/Profit Sharing": "Sponsor will pay Excite a share of all gross margins Sponsor realizes on transactions, advertising, sponsorship, promotions and any other revenue generated during each year of the term of the Agreement on the Sponsor Site as a result of users referred from the Excite Site (\"Total Revenue\"), subject to the following conditions: i) \"Gross margin\" is defined as [****]. ii) Total Revenue will be measured at the end of every three months after the Commencement Date. This three-month Total Revenue amount will be compared to an amount equal to two (2) times the corresponding three-month share of the applicable sponsorship fee described in Sections 6(c) and 6(d) (each pro rata share a \"Revenue Floor\"). 8 9 CONFIDENTIAL iii) If the Total Revenue earned by Sponsor during the three-month period exceeds the total of the Revenue Floor applicable to the same three-month period, Sponsor will pay Excite [****] of the gross margin Sponsor realizes on the gross revenue amount equal to the excess of the Total Revenue over the Revenue Floor during the three-month period.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Price Restrictions": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Minimum Commitment": "If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the second year, Excite will use commercially reasonable efforts to \"make good\" the shortfall within [****] following the second year end.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Volume Restriction": "More than one Impression may appear on a page, except, however, not more than three (3) Impressions per Channel page will count towards delivery of guaranteed Impressions and, of these 3 Impressions, at least two (2) will link to pages in the Sponsor Site offering Music Products; not more than two (2) Impressions per generic search results page will count towards delivery of guaranteed Impressions and, of these 2 Impressions, at least one (1) will link to pages in the Sponsor Site offering Music Products; and no more than one (1) Impression per specific search results page will count towards delivery of guaranteed Impressions.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Ip Ownership Assignment": "All data concerning users and their behavior relating to the use of the Excite Site will be owned solely by Excite.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Joint Ip Ownership": "Data relating to the use of the Co-Branded Pages will be jointly owned and shared by both parties.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__License Grant": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Non-Transferable License": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Affiliate License-Licensor": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Affiliate License-Licensee": "Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Irrevocable Or Perpetual License": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Source Code Escrow": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Post-Termination Services": "All payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Audit Rights": "Excite may, upon no less than thirty (30) days prior written notice to Sponsor, cause an independent Certified Public Accountant to inspect the records of Sponsor reasonably related to the calculation of such payments during Sponsor's normal business hours.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Uncapped Liability": "EXCEPT UNDER SECTION 13(c) and (d), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF EXCITE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS ACTUALLY PAID BY SPONSOR TO EXCITE HEREUNDER.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Cap On Liability": "EXCEPT UNDER SECTION 13(c) and (d), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Liquidated Damages": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Warranty Duration": "In the event of three or more errors, failures or outages of the Content or the Co-Branded Area in any thirty (30) day period, Excite may elect to terminate this Agreement upon fifteen days written notice to Sponsor, unless Sponsor demonstrates to Excite's reasonable satisfaction before the expiration of the fifteen (15) day notice period that the cause(s) of the errors, failures or outages have been corrected;", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Insurance": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Covenant Not To Sue": "", "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Third Party Beneficiary": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Document Name": "TRADEMARK LICENSE AGREEMENT", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Parties": "Licensee", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Agreement Date": "[ ] day of [ ], 2020", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Effective Date": "[ ] day of [ ], 2020", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Expiration Date": "The Term of this Agreement will commence on the Effective Date and shall continue for the time periods set forth in Schedules 1 and 2 unless sooner terminated in accordance with the terms of this Agreement.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Renewal Term": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Notice Period To Terminate Renewal": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Governing Law": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of law principles.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Most Favored Nation": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Non-Compete": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Exclusivity": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__No-Solicit Of Customers": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Competitive Restriction Exception": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__No-Solicit Of Employees": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Non-Disparagement": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Termination For Convenience": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Rofr/Rofo/Rofn": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Change Of Control": "Notwithstanding the foregoing, no such consent of Licensor is required under this Agreement in the event of a Change of Control of Licensee so long as: (a) the resulting, surviving or transferee Person assumes all the obligations of the Licensee by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the Licensor; and (b) the licenses granted herein shall not be transferrable or sublicensable to Affiliates of such Person unless such Affiliates were Affiliates of Licensee prior to such Change of Control.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Anti-Assignment": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Revenue/Profit Sharing": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Price Restrictions": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Minimum Commitment": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Volume Restriction": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Ip Ownership Assignment": "(b) Licensor was assigned all right, title, and interest to the trademark \"ARMX\" (the \"Licensed Mark\");", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Joint Ip Ownership": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__License Grant": "For the avoidance of doubt, Licensor also grants to Licensee and its subsidiaries and affiliates a non-exclusive, worldwide royalty-free license for continued use of the Licensed Mark for the production and sale of inventory containing the Licensed Mark applied to such products during the Transition Period as set forth in section 8.2 of the Separation and Distribution Agreement and in Schedule 2 of this Agreement.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Non-Transferable License": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Affiliate License-Licensor": "Licensor on behalf of itself and its Affliates hereby grants to Licensee the limited licenses to use and have used the Licensed Mark: (i) for the Licensed Products as set forth on Schedule 2; and (ii) as set forth on Schedule 1, concerning agreements entered into by Licensee prior to the Effective Date (\"Existing Agreements\").", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Affiliate License-Licensee": "For avoidance of doubt, to the extent that any of the licenses granted by the terms of this Agreement include any right to sublicense, such right to sublicense shall extend to Licensee's subsidiaries and joint venturers.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Unlimited/All-You-Can-Eat-License": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Irrevocable Or Perpetual License": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Source Code Escrow": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Post-Termination Services": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Audit Rights": "Licensor, as owner of the Licensed Mark, shall have the right at all times to control and approve the nature and quality of the Licensed Products (and the Licensed Mark thereon), and to inspect Licensee's business operations upon reasonable prior notice for the purpose of ensuring that a high level of quality of the Licensed Products is being maintained by Licensee. At Licensor's reasonable request during each calendar year, Licensee shall submit samples to Licensor, at no cost to Licensor, and shall not materially depart therefrom without Licensor's prior express written consent. The Licensed Products, as well as all promotional, packaging and advertising material relative thereto, shall include all appropriate legal notices as required by Licensor. No more frequently than once per year, a third party auditor chosen by Licensor and approved by Licensee, such approval not to be unreasonably withheld, shall be entitled at any time on reasonable notice to the Licensee to enter, during regular business hours, any premises used by the Licensee or its manufacturers for the manufacture, packaging or storage of the Licensed Products, to inspect such premises, all plant, workforce and machinery used for manufacture, packaging or storage of Licensed Products and all other aspects of the manufacture, packaging and storage of Licensed Products (\"Access Rights\").", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Uncapped Liability": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Cap On Liability": "LICENSOR SPECIFICALLY DISCLAIMS, AND WILL HAVE NO OBLIGATION OR LIABILITY FROM THIS AGREEMENT WITH REGARD TO THE LICENSED MARK FOR ANY: (1) IMPLIED WARRANTY OF MERCHANTABILITY; (2) IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (3) IMPLIED WARRANTY OF NONINFRINGEMENT; AND (4) IMPLIED WARRANTY OF ANY OTHER TYPE.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Liquidated Damages": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Warranty Duration": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Insurance": "", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Covenant Not To Sue": "Licensee agrees and covenants that it shall not challenge, contest, or take any actions inconsistent with Licensor's exclusive rights of ownership of the Licensed Mark.", "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Third Party Beneficiary": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Document Name": "COOPERATION AGREEMENT", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Parties": "STW Resources Holding Corp.,", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Agreement Date": ", 2014,", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Effective Date": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Expiration Date": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Renewal Term": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Governing Law": "This AGREEMENT is controlled by the laws of the State of Texas, and venue for any actions brought to enforce this AGREEMENT shall be brought exclusively in a court of competent jurisdiction in Pecos County, Texas.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Most Favored Nation": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Non-Compete": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Exclusivity": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Customers": "Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Competitive Restriction Exception": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Employees": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Non-Disparagement": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Termination For Convenience": "Subject to the other provisions contained herein, this AGREEMENT shall be for a term of thirty (30) years from the Effective Date, which shall automatically renew from year-to-year thereafter unless terminated by a Party upon sixty (60) days' written notice after the end of the term.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": "STW will have one year from completion of the last of the Post-Well Study (ies) completed on the Existing CRA Well or Replacement CRA Well to exercise its option to produce and transport the water produced from the CRA on the Property (\"Option to Produce\").", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Change Of Control": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Anti-Assignment": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Revenue/Profit Sharing": "STW shall pay COFS a seven percent (7%) royalty of the price STW receives per 1,000 gallons of CRA water produced from other properties within Pecos County and sold as consideration for the rights provided by COFS to STW under this subsection.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Price Restrictions": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Minimum Commitment": "For purposes of this section, the Post-Well Study must show that the Existing CRA Well or Replacement CRA Well can produce CRA water at a minimum of 1,200 GPM or more or a combination of 1,200 GPM from one or more wells on the Property in order for STW to proceed with the obligations set forth in this section (\"Critical Criterion\").", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Volume Restriction": "If all necessary regulatory approvals are obtained that allow the production and transport of up to 10 million GPD or the maximum capacity of the well, for STW's use or resale, in conjunction with STW exercising its Option to Produce Water under Section 15 of this AGREEMENT, STW will pay COFS an upfront Bonus Payment of Five Million and 00/100 Dollars ($5,000,000.00), and STW shall have the immediate right to develop Additional Wells on the Property, subject to all necessary regulatory approvals, in the event STW procures additional water supply contracts that require additional volume of production, the feasibility of which shall be by a Post Well hydrogeological study and report that shows the ability of STW to produce the additional amounts of CRA water.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Ip Ownership Assignment": "Title and ownership of the Existing CRA Well, the Replacement CRA Well and any additional wells drilled on the Property by STW (the \"Additional Wells\") shall be transferred to STW by COFS and shall be held by STW; however, upon termination of the provisions of this AGREEMENT that relate to COFS Property, STW shall transfer the title(s) back to COFS upon COFS' reimbursement of STW as necessary under this AGREEMENT.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Joint Ip Ownership": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__License Grant": "COFS hereby grants, leases and lets unto STW the right to explore for, drill for, produce, utilize, transport, and treat groundwater from the CRA only from beneath the surface of the property more specifically described in Exhibit \"A,\" which is attached hereto and fully incorporated into this AGREEMENT (hereinafter collectively referred to as the \"Property\").", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Non-Transferable License": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensor": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensee": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Source Code Escrow": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Post-Termination Services": "Notwithstanding the 30-year term of this agreement, should STW procure sales agreements with customers for a duration of longer than 30 years, STW shall be authorized to maintain and service such contract(s) to the extent of the water volume(s) purchased, and this AGREEMENT shall not terminate during the initial term of any such water supply agreement with a term extending beyond this AGREEMENT.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Audit Rights": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Uncapped Liability": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Cap On Liability": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Liquidated Damages": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Warranty Duration": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Insurance": "STW shall administer and provide all necessary and reasonable insurance to insure its activities on the Property in relation to the AGREEMENT and shall list COFS as additional insured.", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Covenant Not To Sue": "", "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Third Party Beneficiary": "STW shall be listed as a third party beneficiary to any contracts to guarantee payment of any of the obligations of this contract between COFS and Pecos County or any other entity or individual.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Document Name": "DEVELOPMENT AND OPTION AGREEMENT", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Parties": "AbbVie Biotechnology Ltd, a Bermuda corporation (\"AbbVie\"). Harpoon and AbbVie are sometimes referred to herein individually as a \"Party\" and collectively as the \"Parties.\"", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Agreement Date": "November 20, 2019", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Effective Date": "November 20, 2019", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Expiration Date": "This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance herewith, shall continue in force and effect until (a) the date of expiration of the last Royalty Term for the last Licensed Product, or (b) the expiration of the License Option Period and the failure of AbbVie to exercise the License Option (such period, the \"Term\").", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Renewal Term": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Notice Period To Terminate Renewal": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Governing Law": "This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, United States, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction; provided that all questions concerning (a) inventorship of Patents under this Agreement shall be determined in accordance with Section 7.1.3 and (b) the construction or effect of Patents shall be determined in accordance with the laws of the country or other jurisdiction in which the particular Patent has been filed or granted, as the case may be.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Most Favored Nation": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Non-Compete": "Harpoon shall not, and shall cause its Affiliates not to (a) directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, or (b) license, authorize, appoint, or otherwise enable any Third Party to directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, except, in each case ((a) and (b)), as otherwise expressly provided in this Agreement.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Exclusivity": "Upon the Effective Date, Harpoon hereby grants to AbbVie the exclusive right, but not the obligation, to obtain the licenses set forth in Section 5.1.3 (the \"License Option\").", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__No-Solicit Of Customers": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Competitive Restriction Exception": "Harpoon shall not, and shall cause its Affiliates not to (a) directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, or (b) license, authorize, appoint, or otherwise enable any Third Party to directly or indirectly, develop, commercialize or otherwise exploit any Competing Product in any country or other jurisdiction in the Territory, except, in each case ((a) and (b)), as otherwise expressly provided in this Agreement.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__No-Solicit Of Employees": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Non-Disparagement": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Termination For Convenience": "AbbVie may terminate this Agreement in its entirety, or on a country or other jurisdiction -by-country or other jurisdiction basis, for any or no reason, upon ninety (90) days' prior written notice to Harpoon.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Rofr/Rofo/Rofn": "Following the License Option Exercise Closing Date, if [***] owned or controlled by a Third Party in a particular country or jurisdiction is necessary to Exploit a Licensed Compound or Licensed Product, AbbVie shall have the first right, but not the obligation, to negotiate and enter into an agreement with a Third Party in order to obtain a license or right under such Patent or intellectual property right.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Change Of Control": "\"Acquisition\" means, with respect to a Party, a merger, acquisition (whether of all of the stock or all or substantially all of the assets of a Person or any operating or business division of a Person) or similar transaction by or with the Party, other than a Change in Control of the Party.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Anti-Assignment": "Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Revenue/Profit Sharing": "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: Net Sales in the Territory of each Licensed Product in a [***] Royalty Rate For that portion of aggregate Net Sales of each Licensed Product[***] [***] For that portion of aggregate Net Sales of each Licensed Product[***] [***] For that portion of aggregate Net Sales of each Licensed Product[***] [***] With respect to each Licensed Product in each country or other jurisdiction in the Territory, [***].", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Price Restrictions": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Minimum Commitment": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Volume Restriction": "Harpoon shall provide up to [***] and AbbVie shall [***] as mutually agreed by the Parties in writing.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Ip Ownership Assignment": "Each Person who has or has had any rights in or to any Owned Patents or any Harpoon Know-How, including any current or former officer, employee, agent or consultant of Harpoon or any of its Affiliates, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Owned Patents and Harpoon Know-How to Harpoon.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Joint Ip Ownership": "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\").", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__License Grant": "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.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Non-Transferable License": "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.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Affiliate License-Licensor": "At Harpoon's sole election by written notice to AbbVie, AbbVie shall grant, and hereby grants to Harpoon, effective as of the effective date of termination, [***] (the \"AbbVie Reversion IP\"); provided that the foregoing license shall exclude (1) any license or other rights with respect to any active ingredient that is not a Licensed Compound and (2) any license or other rights with respect to any other Patents or Know-How owned or controlled by AbbVie or any of its Affiliates.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Affiliate License-Licensee": "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.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Unlimited/All-You-Can-Eat-License": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Irrevocable Or Perpetual License": "Following the expiration of the Term pursuant to clause (a) (but not clause (b)) of Section 12.1.1, the grants in Section 5.1.3 shall become non-exclusive, fully-paid, royalty-free and irrevocable.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Source Code Escrow": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Post-Termination Services": "The insurance policies shall be under an occurrence form, but if only a claims-made form is available to a Party, then such Party shall continue to maintain such insurance after the expiration or termination of this Agreement for the longer of (a) a period of [***] following termination or expiration of this Agreement in its entirety, or (b) with respect to a particular Party, [***] by a Party.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Audit Rights": "Following the License Option Exercise Closing Date, if AbbVie reasonably considers that it has not been provided with all Information required to be provided under Section 3.5, or in connection with any request by a Regulatory Authority or required under Applicable Law, AbbVie shall have the right, [***], to inspect and copy all records of Harpoon maintained pursuant to Section 3.8.5.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Uncapped Liability": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Cap On Liability": "Prior to the exercise of the License Option, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.2.1 (i.e. by mutual agreement or as may be finally determined by an Adverse Ruling), then within [***] following the expiration of the relevant cure period, if any, AbbVie may, by written notice to Harpoon, and as its sole and exclusive remedy in lieu of exercising its right under Section 12.2.1 with respect to such breach, elect to continue this Agreement as modified by this Section 12.6.3, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon: (a) [***] (b) [***] (c) [***] (d) [***] (e) [***] (f) [***]", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Liquidated Damages": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Warranty Duration": "", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Insurance": "Each Party shall obtain and carry in full force and effect the minimum insurance requirements set forth herein.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Covenant Not To Sue": "Harpoon shall not, and shall not permit its Affiliates to, attack, dispute, or contest the validity of or ownership of such Product Trademark anywhere in the Territory or any registrations issued or issuing with respect thereto or use in their respective businesses, any Trademark that is confusingly similar to, misleading or deceptive with respect to or that dilutes any (or any part) of the Product Trademarks.", "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Third Party Beneficiary": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Document Name": "Software License, Customization, and Maintenance Agreement,", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Parties": "Bank of America, N. A,", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Agreement Date": "March 3, 2011", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Effective Date": "March 3, 2011", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Expiration Date": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Renewal Term": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Notice Period To Terminate Renewal": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Governing Law": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Most Favored Nation": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Non-Compete": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Exclusivity": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__No-Solicit Of Customers": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Competitive Restriction Exception": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__No-Solicit Of Employees": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Non-Disparagement": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Termination For Convenience": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Rofr/Rofo/Rofn": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Change Of Control": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Anti-Assignment": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Revenue/Profit Sharing": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Price Restrictions": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Minimum Commitment": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Volume Restriction": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Ip Ownership Assignment": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Joint Ip Ownership": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__License Grant": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Non-Transferable License": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Affiliate License-Licensor": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Affiliate License-Licensee": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Unlimited/All-You-Can-Eat-License": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Irrevocable Or Perpetual License": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Source Code Escrow": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Post-Termination Services": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Audit Rights": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Uncapped Liability": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Cap On Liability": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Liquidated Damages": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Warranty Duration": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Insurance": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Covenant Not To Sue": "", "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Third Party Beneficiary": "", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Document Name": "Distributor Agreement", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Parties": "Airspan Networks Incorporated,", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Agreement Date": "31st day of March, 2000", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Effective Date": "31st day of March, 2000", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Expiration Date": "This Agreement shall remain in effect for sixty (60) months from the Effective Date (the \"Initial Term\").", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Renewal Term": "If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Notice Period To Terminate Renewal": "If Distributor wishes to extend the term of the Agreement beyond the Initial Term, it must notify Airspan in writing at least six (6) months prior to then end of the Initial Term.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Governing Law": "This Agreement shall be construed in accordance with and governed by the laws of the State of South Dakota.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Most Favored Nation": "Airspan warrants that during the term of this Agreement, the prices at which Airspan sells to Distributor products supplied under this Agreement shall be no less favorable to the Distributor than those prices at which Airspan sells, at substantially the same time in the United States, similar products and pursuant to similar terms and conditions as those by which Airspan sells Products to the Distributor under this Agreement.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Non-Compete": "During the term of this Agreement Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Exclusivity": "Subject to the provisions of this Agreement, Airspan hereby appoints Distributor as an independent, exclusive distributor to assist Airspan in marketing the Airspan Products to customers in the Territory, and Distributor hereby accepts such appointment as of the Effective Date of this Agreement.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__No-Solicit Of Customers": "Distributor agrees not to actively seek to promote, rent, lease, sell, sublicense or authorize the rental, sale or sublicense of Airspan Products outside of the Territory [without the prior written approval of Airspan], but nothing in this Agreement shall prevent Distributor from renting, selling or sublicensing the Airspan Products to customers outside of the Territory in response to an unsolicited request from such customer.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Competitive Restriction Exception": "During the term of this Agreement, and for a period of three (3) months following the expiration or termination of this Agreement, Distributor agrees that neither it nor any organization or entity controlled or directed by it will, without Airspan's prior, written consent, represent a manufacturer or supplier of products similar in design or performance to or which are of such a nature as to be competitive with any products contained in the Airspan Products, nor will Distributor market or otherwise promote the sale of such products.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__No-Solicit Of Employees": "", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Non-Disparagement": "Distributor acknowledges Airspan's exclusive right, title, and interest in and to any trademarks, trade names, logos and designations which Airspan may at any time have adopted, used, or registered in the United States of America and in the Territory (the \"Trademarks\"), and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, and interest.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Termination For Convenience": "Either party may terminate this Agreement at any time during the term of this Agreement if either party fails materially to comply with any covenant, term, or provision of this Agreement, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Rofr/Rofo/Rofn": "", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Change Of Control": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Anti-Assignment": "Neither party may assign this Agreement or subcontract its obligations under this Agreement to another party without the other party's prior, written consent executed by a duly authorized officer.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Revenue/Profit Sharing": "Airspan will pay no commissions under this Agreement.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Price Restrictions": "The parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Minimum Commitment": "The parties agree that the Contract Price in Schedule IV shall be firm for a minimum period of twenty-four (24) months from the Effective Date.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Volume Restriction": "Airspan shall provide a single technical course in the English language for up to two (2) qualified technicians of Distributor during the first year of this Agreement.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Ip Ownership Assignment": "Distributor admits Airspan's exclusive ownership of the name \"Airspan Networks Incorporated\", \"Airspan Communications Ltd.\", \"ANI\", \"ACL\", and any abbreviations or derivations thereof and all of Airspan's Trademarks (whether registered or not).", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Joint Ip Ownership": "It is the intent of the parties to jointly pursue the sale of products to said companies and to enter into and complete contracts for the deployment of products in this manner.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__License Grant": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Non-Transferable License": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Affiliate License-Licensor": "", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Affiliate License-Licensee": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Unlimited/All-You-Can-Eat-License": "", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Irrevocable Or Perpetual License": "Airspan grants Distributor, and Distributor hereby accepts, a nonexclusive, non-transferable license to use, and to sublicense as set forth below, Software provided by Airspan hereunder only on a single System or unit of Equipment, as may be applicable.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Source Code Escrow": "", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Post-Termination Services": "For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Audit Rights": "For at least two (2) years after termination of this Agreement, Distributor will maintain its records, contracts, and accounts relating to distribution of Airspan Products, and will permit examination thereof by authorized representatives of Airspan at all reasonable times.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Uncapped Liability": "Without prejudice to Sections 16.3 and 16.4, the liability of the Airspan Parties, taken as a whole, for each event or series of connected events arising out of or in connection with this Agreement, any purchase order placed pursuant to this Agreement, or any other collateral contract, or from or in connection with the Equipment or Software or the use thereof, or the inability to use them either separately or in combination with other equipment or software, or from any other cause, whether caused by negligence, breach of contract, strict liability, breach of warranty, on grounds of failure of essential purpose, or otherwise, shall in no circumstance exceed the total amount payable by Distributor to Airspan under this Agreement for the provision of - ------------------------------------------------------------------------------- Page 19 the Equipment or Software which gave rise to the loss or damage or in connection with which the loss or damage was incurred.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Cap On Liability": "Airspan's obligation and Distributor's sole remedy under this warranty are limited to the replacement or repair, at Airspan's option, of the defective Equipment or Software within the Initial Warranty Period.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Liquidated Damages": "", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Warranty Duration": "Airspan warrants that, following repair or replacement, the repaired or replaced Equipment or Software by Airspan shall be free from defects in materials and faulty workmanship and that the Software will conform in all material respects to Airspan's published specifications therefor for ninety (90) days from date of shipment from Airspan to Distributor or until the end of the Initial Warranty Period, whichever is longer.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Insurance": "", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Covenant Not To Sue": "Distributor acknowledges Airspan's exclusive right, title, and interest in and to any trademarks, trade names, logos and designations which Airspan may at any time have adopted, used, or registered in the United States of America and in the Territory (the \"Trademarks\"), and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of said right, title, and interest.", "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Third Party Beneficiary": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Document Name": "TRANSPORTATION CONTRACT", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Parties": "ECOPETROL and the SENDER may also be called in this Shipment Contract or \"Contract\", individually as the \"Party\" or jointly as the \"Parties\".", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Agreement Date": "January 30, 2012", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Effective Date": "January 30, 2012", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Expiration Date": "The Bond shall be valid during all the term of execution of the Contract plus one hundred twenty (120) calendar days.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Renewal Term": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Notice Period To Terminate Renewal": "For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Governing Law": "This Manual is governed in all its parts by the applicable regulations of the Republic of Colombia.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Most Favored Nation": "4.2.22 allow preferred Transportation of Crude Oil to refineries in order to satisfy the country's needs and avoid a national shortage pursuant to article 58 of the petroleum code.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Non-Compete": "Refrain from conducting restrictive commercial practices or those considered as unfair competition as set forth in laws 155 of 1959, 256 of 1996, Decree 2153 of 1992, Law 1340 of 2009 and all other regulations as amended and superseded.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Exclusivity": "Store the Crude from its reception in the Point of Entrance until delivered to the SENDER in the Point of Exit, exclusively to facilitate its shipment under the Contract hereof, not including the storage for export or the segregate storage of Crude.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__No-Solicit Of Customers": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Competitive Restriction Exception": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__No-Solicit Of Employees": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Non-Disparagement": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Termination For Convenience": "The procedure to be followed by ECOPETROL to terminate the Contract is: notify in writing with at least thirty (30) calendar days in advance to the SENDER its intention to terminate the Contract, indicating the causes for such decision and the effective date of termination.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Rofr/Rofo/Rofn": "Each Sender to whom this volume has been offered shall be respond to this offer in the following forty eight (48) hours.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Change Of Control": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Anti-Assignment": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Revenue/Profit Sharing": "First: Crude of royalties of the State coming from the fields served by the Pipeline.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Price Restrictions": "The Monthly Fee agreed in this Contract shall be adjusted each year pursuant to the formula established by the Ministry of Mines and Energy in Resolution 124 386 of July 15th, 2010 or any provisions the amend, add or supersede it.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Minimum Commitment": "The basket of Crude Oil to be used shall always include a minimum of ten (10) Crude Oils.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Volume Restriction": "Bases on the operating conditions of the \"Trasandino\" Pipeline, ECOPETROL shall only receive daily crude oil from the SENDER up to a maximum equivalent to 12% of the total light crude received in the day at the Orito Plant.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Ip Ownership Assignment": "For those investments that somehow change the existing infrastructure of the Pipeline and if the Operation affects the functioning of the same, the ownership shall belong to the Transporter or the owner.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Joint Ip Ownership": "ECOPETROL and the SENDER may also be called in this Shipment Contract or \"Contract\", individually as the \"Party\" or jointly as the \"Parties\".", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__License Grant": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Non-Transferable License": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Affiliate License-Licensor": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Affiliate License-Licensee": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Unlimited/All-You-Can-Eat-License": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Irrevocable Or Perpetual License": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Source Code Escrow": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Post-Termination Services": "Upon expiration of the Term of Validity, the Parties shall subscribe the minutes of termination of the execution.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Audit Rights": "At any time before starting any delivery or withdrawal and in intervals with a frequency not higher than two (2) times per month, the Sender may inspect, through an independent inspector, with previous approval from the Transporter, the accuracy of the results of the measurements and the samples taken to determine the quantity and quality of the Hydrocarbon.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Uncapped Liability": "Save the event of gross negligence or willful misconduct, if any claims arise by the SENDER such as the loss of profit, this shall not exceed twenty five percent (25%) of the value that ECOPETROL is obliged to indemnify the SENDER under this numeral 11.2(d) of the Contract hereof.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Cap On Liability": "Save the event of gross negligence or willful misconduct, pursuant to the provisions in this numeral 11.2, the responsibility of ECOPETROL under the Contract hereof under no circumstance shall exceed seventy five per cent (75%) of the value of the Crude lost or damaged by causes attributable to ECOPETROL.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Liquidated Damages": "In case of failing to fulfill the obligations of the SENDER as a result of any actions or illegal omissions or deviations from the Contract, the SENDER agrees to pay ECOPETROL as a penalty, an amount equivalent to ten percent (10%) of the final value of the Contract.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Warranty Duration": "The Transporter reserves the right to receive or reject a Hydrocarbon that fails to meet the minimum specified values; in case of reception, the Sender shall Pay the Transporter any costs incurred in the analysis and eventual treatment of this Hydrocarbon to place it within the required specifications or to implement the scheme required for its Transportation.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Insurance": "the Transporter and the interested Senders in the Sole Risk Proposal shall obtain the necessary bonds and insurance to cover any Risk derived from the Sole Risk Proposal under terms reasonably acceptable for the Transporter, without prejudice of obtaining all other bonds and insurance requested by the Transporter.", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Covenant Not To Sue": "", "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Third Party Beneficiary": "Applicant: [_______________________]", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Document Name": "NON-COMPETITION AGREEMENT AMENDMENT NO. 1", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Parties": "VIVINT SOLAR, INC.,", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Agreement Date": "August 16, 2017,", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Effective Date": "August 16, 2017,", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Expiration Date": "This Agreement will become effective on the Effective Date, and will continue until the expiration of the \"Sales Term\" as that term is defined in the Sales Dealer Agreement dated as of August 16, 2017 between Vivint and Vivint Solar Developer, LLC (the \"Term\").\"", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Renewal Term": "WHEREAS, the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement.", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Notice Period To Terminate Renewal": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Governing Law": "This Amendment is governed by the Master Framework Agreement, including, without limitation, the provisions of Sections 4 (Confidentiality) and 6 (Miscellaneous) of the Master Framework Agreement.", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Most Favored Nation": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Non-Compete": "IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Exclusivity": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__No-Solicit Of Customers": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Competitive Restriction Exception": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__No-Solicit Of Employees": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Non-Disparagement": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Termination For Convenience": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Rofr/Rofo/Rofn": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Change Of Control": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Anti-Assignment": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Revenue/Profit Sharing": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Price Restrictions": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Minimum Commitment": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Volume Restriction": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Ip Ownership Assignment": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Joint Ip Ownership": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__License Grant": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Non-Transferable License": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Affiliate License-Licensor": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Affiliate License-Licensee": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Irrevocable Or Perpetual License": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Source Code Escrow": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Post-Termination Services": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Audit Rights": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Uncapped Liability": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Cap On Liability": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Liquidated Damages": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Warranty Duration": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Insurance": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Covenant Not To Sue": "", "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Third Party Beneficiary": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Document Name": "Strategic Alliance Agreement", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Parties": "Tsinghua Unigroup Ltd.", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Agreement Date": "11th day of December, 2015", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Effective Date": "11th day of December, 2015", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Expiration Date": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\").", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Renewal Term": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Notice Period To Terminate Renewal": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Governing Law": "This Agreement shall be governed by, and construed in accordance with the laws of Taiwan.", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Most Favored Nation": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Non-Compete": "This Agreement may be terminated as follows:", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Exclusivity": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__No-Solicit Of Customers": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Competitive Restriction Exception": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__No-Solicit Of Employees": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Non-Disparagement": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Termination For Convenience": "This Agreement may be terminated as follows:", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Rofr/Rofo/Rofn": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Change Of Control": "This Agreement may be terminated as follows:", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Anti-Assignment": "Neither Party shall assign any rights or obligations provided herein without the prior written consent of the other Party.", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Revenue/Profit Sharing": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Price Restrictions": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Minimum Commitment": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Volume Restriction": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Ip Ownership Assignment": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Joint Ip Ownership": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__License Grant": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Non-Transferable License": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Affiliate License-Licensor": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Affiliate License-Licensee": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Unlimited/All-You-Can-Eat-License": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Irrevocable Or Perpetual License": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Source Code Escrow": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Post-Termination Services": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Audit Rights": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Uncapped Liability": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Cap On Liability": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Liquidated Damages": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Warranty Duration": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Insurance": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Covenant Not To Sue": "", "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Third Party Beneficiary": "", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Document Name": "Distribution and Development Agreement", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Parties": "Qualigen, Inc. and its Affiliates, a Delaware corporation with principal offices at 2042 Corte Del Nogal, Carlsbad, California 92011 (\"Qualigen\" and together with Sekisui, each a \"Party\" and together the \"Parties\").", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Agreement Date": "May 1, 2016", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Effective Date": "May 1, 2016", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Expiration Date": "The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years unless earlier terminated pursuant to Section 14 hereof (the \"Term\").", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Renewal Term": "The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Notice Period To Terminate Renewal": "The initial term of this Agreement and any renewal term thereof shall be automatically extended at the end of the initial term and any renewal term thereof for an additional one (1) year period unless either Party notifies the other Party not less than six (6) months before the end of the then in effect term of its intent to terminate this Agreement.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Governing Law": "This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without reference to its conflicts of laws principles.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Most Favored Nation": "", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Non-Compete": "Accordingly, Qualigen hereby agrees that during the Exclusivity Period, Qualigen shall not, directly or indirectly, through its affiliates, agents, stockholders, officers, directors or otherwise solicit, initiate, participate in discussions or negotiations or otherwise cooperate in any way with, or provide any information to any person, entity or group other than Sekisui concerning a Sale Transaction.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Exclusivity": "Sekisui shall purchase the Products exclusively from Qualigen, and Qualigen shall supply the Products exclusively to Sekisui, in each case for the Territory.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__No-Solicit Of Customers": "Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Competitive Restriction Exception": "In addition to the retention of the Qualigen Instruments, Qualigen shall be permitted to continue selling the existing Qualigen products directly to the Qualigen Retained Customers.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__No-Solicit Of Employees": "Sekisui shall offer employment to four Qualigen sales representatives to become employees of Sekisui with primary responsibility for the sale of the Products, and Qualigen hereby consents to and permits such employment.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Non-Disparagement": "", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Termination For Convenience": "Sekisui may terminate this Agreement upon prior written notice (i) in the event of any failure of Qualigen to meet a milestone set forth in the Development Plan (as it may be amended by the Parties from time to time), or (ii) at any other time upon ninety (90) days' prior written notice of impending termination.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Rofr/Rofo/Rofn": "During the Term, Sekisui shall have a right of first refusal to match the terms of any arms length, bona fide proposed Sale Transaction with a Third Party (\"Sekisui's Right of First Refusal\").", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Change Of Control": "Either Party may terminate this Agreement (i) immediately upon written notice in the event of the closing of a Sale Transaction;", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Anti-Assignment": "The Agreement shall not be assigned and is not assignable or delegable by either Party without the written consent of the other, which consent shall not be unreasonably withheld; provided, that Sekisui and Qualigen each may assign this Agreement without the consent of the other to a successor in connection with the merger, consolidation or sale of such Party or of all or substantially all of its assets or the portion of its business to which this Agreement relates.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Revenue/Profit Sharing": "The price that Sekisui shall pay for the Reagent Kits Products shall be based upon a formula intended to ensure that Sekisui will receive 90% of the total Available Margin for all Products during the first 12 months of this Agreement, 70% of the total Available Margin for all Products during months 13-24 of this Agreement, and 65% of the total Available Margin for all Products thereafter.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Price Restrictions": "Accordingly, the prices (established separately for the Reagent Kits and for the products other than Reagent Kits) to be paid by Sekisui for the Products shall be fixed (subject to a later lookback true up) for each respective prospective six month period in the manner set forth in Exhibit D.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Minimum Commitment": "All Products supplied by Qualigen to Sekisui shall have on the date of shipment by Qualigen a shelf life of not less than a minimum three (3) month shelf life for products shipped within the United States and not less than a minimum four (4) month shelf life for products shipped outside the United States (or such longer shelf-life as may be mutually agreed by Qualigen and a Sekisui customer with respect to a specific customer order).", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Volume Restriction": "A sales person \"primarily responsible for selling the Products\" is one that spends more than half of his or her time and receives more than half of his or her commission based compensation based on sales of the Products.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Ip Ownership Assignment": "Upon the expiration or termination of the Term, (i) Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products as set forth in Section 4.6, (ii) Sekisui shall transfer to Qualigen the ownership of any Sekisui Instruments (subject to reimbursement from Qualigen for the book value (original cost less depreciation) of such Sekisui Instruments), (iii) Qualigen shall reimburse Sekisui for a prorated portion of all prepaid distribution fees paid by Sekisui during the final year of this Agreement to subdistributors, (iv) Sekisui shall assign to Qualigen each subdistributor agreement which Qualigen requests be assigned to Qualigen, and (v) each Party shall remain liable for its obligations accrued before the effective date of such expiration or termination (and for avoidance of doubt: upon expiration or termination Sekisui shall remain liable to pay Qualigen all Financing Payments then due under the Development Plan based upon the milestones that Qualigen has completed by the date of such expiration or termination).", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Joint Ip Ownership": "In the event that any Development IP is jointly invented by the Parties in accordance with applicable intellectual property laws, then the ownership of such Development IP that has been jointly invented shall be co-owned by the Parties in accordance with such applicable intellectual property laws; provided, however, that neither Party shall have any duty or obligation to account to the other for any use or exploitation of such jointly invented Development IP and as between the Parties, each Party shall be entitled to retain any and all benefit, financial or otherwise, derived by such Party from such jointly invented Development IP.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__License Grant": "During the Term, Sekisui is hereby permitted to use the Qualigen name and any Qualigen content (including the content of any existing sales collateral and marketing materials) in any sales collateral, marketing materials or other communications used in connection with the marketing and sales of the Product with the prior written consent of Qualigen, which consent shall not be reasonably withheld or delayed.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Non-Transferable License": "", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Affiliate License-Licensor": "", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Affiliate License-Licensee": "", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Unlimited/All-You-Can-Eat-License": "", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Irrevocable Or Perpetual License": "", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Source Code Escrow": "", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Post-Termination Services": "Upon the expiration or termination of the Term (other than in connection with a Sale Transaction in which Sekisui acquires Qualigen), Sekisui shall cooperate in permitting Qualigen to offer to rehire any Sekisui sales representatives who are primarily responsible for selling the Products.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Audit Rights": "Upon reasonable written notice (and no more often than once every 150 days), the auditing Party shall have the right, during normal business hours, to audit the books and records maintained by the audited Party pursuant to this Agreement to ensure the accuracy of all reports and payments made hereunder.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Uncapped Liability": "If Qualigen does not pass such audit and the reasons for such failure cannot be remedied within a reasonable period of time or Qualigen fails or elects not to complete any remedial actions reasonably suggested by Sekisui, then Sekisui's sole and exclusive remedy shall be to terminate this Agreement in accordance with the provisions of Section 14 of this Agreement, with such termination to be effective upon receipt of a termination notice by Qualigen sent by Sekisui at any time after the sixty day remedy period described in this Section 5.4 has passed.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Cap On Liability": "If Qualigen does not pass such audit and the reasons for such failure cannot be remedied within a reasonable period of time or Qualigen fails or elects not to complete any remedial actions reasonably suggested by Sekisui, then Sekisui's sole and exclusive remedy shall be to terminate this Agreement in accordance with the provisions of Section 14 of this Agreement, with such termination to be effective upon receipt of a termination notice by Qualigen sent by Sekisui at any time after the sixty day remedy period described in this Section 5.4 has passed.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Liquidated Damages": "", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Warranty Duration": "Qualigen shall provide to Sekisui and for the benefit of Sekisui's customers of Products a standard commercial written warranty that the Products will be free of defects in materials or workmanship starting from the date the Product has been received by Sekisui's customer and ending after the length of time stated for the applicable Product on Exhibit D hereto (the \"User Warranty\").", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Insurance": "Qualigen, at its own expense, shall procure and maintain during the Term, insurance policies with the minimum coverages set forth below (\"Insurance\").", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Covenant Not To Sue": "During and after the Term, neither Party shall register, use or claim ownership or other rights in any logo, trade name, brand name or trademark of the other Party in existence during the Term (nor any logo, trade name, brand name or trademark confusingly similar to any logo, trade name, brand name or trademark of the other Party in existence during the Term), nor assist anyone else to do so, nor make or assist in any challenge to any logo, trade name, brand name or trademark of the other Party in existence during the Term.", "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Third Party Beneficiary": "Except as expressly set forth in Section 11, the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective successors or permitted assigns and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Document Name": "Endorsement Agreement", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Parties": "Diplomat", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Agreement Date": "August 24, 1995,", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Effective Date": "August 24, 1995,", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Expiration Date": "The term of the license hereby granted shall commence August 1, 1995 and continue until January 30, 2000, unless sooner terminated in the manner provided in the immediately succeeding sentence or as otherwise provided in this Agreement.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Renewal Term": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Notice Period To Terminate Renewal": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Governing Law": "This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Most Favored Nation": "KI, Inc. shall have the right, but shall not be under any obligation, to use KI's name and/or the name of Diplomat so as to give KI's name, KI, Inc., or KI, Inc.'s programs full and favorable prominence and publicity.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Non-Compete": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Exclusivity": "The license hereby granted shall be exclusive as to the products described in subparagraphs 2.(a)(1) and (2) of this Agreement, but nonexclusive as to all other products covered by this Agreement.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__No-Solicit Of Customers": "If, during the term of this Agreement, Diplomat should utilize the services of any other person to endorse its products, and the public image of such person is so inconsistent with that of KI as to risk damaging the good will of KI's name should KI, Inc. continue to do business with Diplomat, then KI, Inc. shall have the right to terminate this Agreement, subject to the remedial and other provisions of paragraph 14 of this Agreement.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Competitive Restriction Exception": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__No-Solicit Of Employees": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Non-Disparagement": "Diplomat agrees that it will not at any time during the term of this Agreement or thereafter attack (i) KI, Inc.'s title to, or rights in and to, KI's name or (ii) the validity of this license.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Termination For Convenience": "If Diplomat shall violate any of its other material obligations under the terms of this Agreement, KI, Inc. shall have the right to terminate the license hereby granted upon twenty (20) days' notice in writing, and such notice of termination shall become effective unless Diplomat shall", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Rofr/Rofo/Rofn": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Change Of Control": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Anti-Assignment": "This Agreement and all rights and duties hereunder are personal to Diplomat and shall not, without the written consent of KI, Inc., be assigned, mortgaged, sublicensed or otherwise encumbered by Diplomat or by operation of law.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Revenue/Profit Sharing": "Diplomat agrees to pay KI, Inc. as royalty a sum equal to % of the net wholesale volume of the products covered by this Agreement by Diplomat and its affiliated, associated, or subsidiary companies.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Price Restrictions": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Minimum Commitment": "wholesale volume for any particular License Year under subparagraph 3(a) of this Agreement should exceed the minimum royalties remaining to be paid for that same License Year under this subparagraph 3(b), then no further payments of minimum royalties for such License Year shall be required under this subparagraph 3(b).", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Volume Restriction": "in duration, each day to consist of no more than eight (8) working hours.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Ip Ownership Assignment": "Diplomat hereby agrees that at the termination or expiration of this Agreement Diplomat will be deemed to have assigned, transferred and conveyed to KI, Inc. any trade rights, equities, good will, titles or other rights in and to KI's name which may have been obtained by Diplomat or which may have vested in Diplomat in pursuance of any endeavors covered by this Agreement, and that Diplomat will execute any instruments requested by KI, Inc. to accomplish or confirm the foregoing.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Joint Ip Ownership": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__License Grant": "The license granted to Diplomat in subparagraph 2(a) of this Agreement shall include the right to use the photos and videotapes referred to in subparagraphs 5(d) and 5(e) of this Agreement in connection with the marketing, distribution and sale of the products described in subparagraph 2(a) of this Agreement, subject to the prior approval of KI, Inc.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Non-Transferable License": "The license granted to Diplomat in subparagraph 2(a) of this Agreement shall include the right to use the photos and videotapes referred to in subparagraphs 5(d) and 5(e) of this Agreement in connection with the marketing, distribution and sale of the products described in subparagraph 2(a) of this Agreement, subject to the prior approval of KI, Inc.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Affiliate License-Licensor": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Affiliate License-Licensee": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Irrevocable Or Perpetual License": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Source Code Escrow": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Post-Termination Services": "In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Audit Rights": "subject matter and terms of this Agreement, and shall have free and full access thereto for said purposes and for the purpose of making extracts therefrom.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Uncapped Liability": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Cap On Liability": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Liquidated Damages": "", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Warranty Duration": "Failure to reject any product, carton, container, or packing or wrapping within 15 days of receipt of such item or items by KI, Inc. shall be deemed an acceptance of the quality and style of such item or items.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Insurance": "Diplomat agrees that it will obtain, at its own expense, product liability insurance from a recognized insurance company which is qualified to do business in the State of California providing adequate protection (at least in the amount of $ ) for KI, Inc., KI and Diplomat against any claims, suits, loss or damage arising out of any alleged defects in the products.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Covenant Not To Sue": "Diplomat agrees that it will not at any time during the term of this Agreement or thereafter attack (i) KI, Inc.'s title to, or rights in and to, KI's name or (ii) the validity of this license.", "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Third Party Beneficiary": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Document Name": "STRATEGIC ALLIANCE AGREEMENT", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Parties": "(\"Global Energy\"). Oxbow and Global each may be referred to from time to time herein as a \"Party\" and collectively as the \"Parties\".", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Agreement Date": "December 21, 2006", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Effective Date": "December 21, 2006", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Expiration Date": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Renewal Term": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal": "This Agreement shall be for an initial term of five (5) years, and unless earlier terminated in accordance with this Agreement, shall automatically renew for an additional term of five (5) years thereafter.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Governing Law": "This Agreement, and the rights and obligations of the Parties hereunder, shall be subject to, and construed in accordance with, the laws of the State of New York.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation": "(iii) Global Energy shall be the preferred gasification technology supplier to petroleum coke gasification projects majority owned or controlled by Oxbow.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Non-Compete": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Exclusivity": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn": "None of the Shares are subject to any preemptive or subscription right, right of first refusal or offer, option, warrant, put or call right, consent right, restrictive covenant, or any other agreement with any Person other than Oxbow.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Change Of Control": "Further, if Oxbow elects to take over the development and management of the Lima Project and Oxbow subsequently determines that it does not desire to continue to participate in the Lima Project, it may withdraw from further participation, relinquish its economic interests in the Lima Project Company and GEC and terminate the Fuel Management and Supply Agreement, without further liability or obligation to Global Energy and/or the other Lima Project participants.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment": "Each Party also further agrees that it will not take any action in breach of this Agreement or that will cause any representation or warranty contained herein to become untrue in any material respect, including any action which would result in any assignment or transfer of (or encumbrance not permitted hereunder upon) any of the Shares or which would restrict such Party's ability to consummate the transactions herein contemplated.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing": "(ii) Oxbow will receive two percent (2%) of those non-O&M revenues of Global Energy's affiliate, Gasification Engineering Corporation, Inc. (\"GEC\") related to the Lima Project (e.g., any of the $200 million EPC reserves/construction contingency which is not spent).", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions": "As an incentive to obtain the lowest cost of fuel throughout the life of the Lima Project, the Lima Project Company would receive two-thirds (2/3) of any cost savings below $1.07 per MMBTU delivered to the project (such price, the \"Price Basis\"), escalated each year beginning in 2009 in accordance with increases in the Consumer Price Index, and Oxbow would receive one- third (1/3) of any such cost savings.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment": "\"MMBTU\" mean one million British Thermal Units.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction": "Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__License Grant": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor": "Global Energy and/or its Affiliates: (i) have obtained all licenses, permits or franchises required to be issued by or obtained from any Governmental Authority for the construction, commissioning and operation of the Lima Project; and (ii) have obtained a legally binding right to purchase the site for the Lima Project from the City of Lima, Ohio for a purchase price of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00).", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services": "Unless this Agreement shall have been terminated and subject to the satisfaction or waiver of the conditions set forth in Section 6, the closing of the purchase of the Shares (the \"Closing\") shall take place at 11:00 a.m., on December 22, 2006 (such date of closing referred to herein as the \"Closing Date\") at the offices of Oxbow, 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401, unless another date, time or place is agreed to in writing by the parties hereto.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Audit Rights": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability": "Neither Party shalI be liable to the other Party in connection with this Agreement or the subject matter hereof for any indirect, incidental, special or consequential damages, including but not limited to loss of revenue, cost of capital or loss of profit or business opportunity, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise.", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Insurance": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue": "", "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Document Name": "NON COMPETITION AGREEMENT", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Parties": "Western Copper", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Agreement Date": "May 3,2006.", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Effective Date": "Effective Date means May 3, 200ri", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Expiration Date": "Effective Date means May 3, 200ri", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Renewal Term": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Notice Period To Terminate Renewal": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Governing Law": "This Agreement will be governed exclusively by and construed in accordance with the laws of the Province of British Columbia, and the parties attorn to the exclusive jurisdiction of the Courts of British Columbia.", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Most Favored Nation": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Non-Compete": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever, (a) carry on or be engaged in Mining Activities, or i 162967.3 -4- (b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities, in the Area of Non-Competition.", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Exclusivity": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever, (a) carry on or be engaged in Mining Activities, or i 162967.3 -4- (b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities, in the Area of Non-Competition.", "WESTERN COPPER - NON-COMPETITION AGREEMENT__No-Solicit Of Customers": "Western Copper covenants and agrees with Glamis that, for a period of 2 years after the Effective Date, it will not, directly or indirectly, either individually or in partnership or jointly or in conjunction with any Person, which will include being a principal, agent, shareholder, or advisor of such Person or in any other manner whatsoever, (a) carry on or be engaged in Mining Activities, or i 162967.3 -4- (b) advise, lend money to, guarantee the debts or obligations of or permit its name to be used by any Person who carries on or is engaged in Mining Activities, in the Area of Non-Competition.", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Competitive Restriction Exception": "In this Agreement, including the recitals, except as expressly provided or unless the context otherwise requires, (a) Affiliate means, in respect of a party hereto, a corporation which is the subsidiary of the party or vice versa or where each of the party and the corporation is controlled by the same person, (b) Area of Non-Competition means the State of Zacatecas, Mexico and the area extending 20 kilometers in all directions from the external boundary of each mineral property owned or controlled by Western Silver or in which Western Silver holds any legal interest, in Mexico, as at the Effective Date,", "WESTERN COPPER - NON-COMPETITION AGREEMENT__No-Solicit Of Employees": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Non-Disparagement": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Termination For Convenience": "This Agreement may be terminated at any time by agreement in writing executed by the parties.", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Rofr/Rofo/Rofn": "For a period of 30 days from the time of delivery of the Disposition Notice Glamis will, if requested by Western Silver, entertain an offer from Western Copper to acquire the Designated Mineral Property.", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Change Of Control": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Anti-Assignment": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Revenue/Profit Sharing": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Price Restrictions": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Minimum Commitment": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Volume Restriction": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Ip Ownership Assignment": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Joint Ip Ownership": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__License Grant": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Non-Transferable License": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Affiliate License-Licensor": "In this Agreement, including the recitals, except as expressly provided or unless the context otherwise requires, (a) Affiliate means, in respect of a party hereto, a corporation which is the subsidiary of the party or vice versa or where each of the party and the corporation is controlled by the same person,", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Affiliate License-Licensee": "In this Agreement, including the recitals, except as expressly provided or unless the context otherwise requires, (a) Affiliate means, in respect of a party hereto, a corporation which is the subsidiary of the party or vice versa or where each of the party and the corporation is controlled by the same person,", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Irrevocable Or Perpetual License": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Source Code Escrow": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Post-Termination Services": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Audit Rights": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Uncapped Liability": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Cap On Liability": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Liquidated Damages": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Warranty Duration": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Insurance": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Covenant Not To Sue": "", "WESTERN COPPER - NON-COMPETITION AGREEMENT__Third Party Beneficiary": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Document Name": "Sales, Marketing, Distribution, and Supply Agreement", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Parties": "SCIEN", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Agreement Date": "3-29-2016", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Effective Date": "This Agreement between HEMISPHERX and SCIEN shall be in effect beginning the last date of execution set forth on the signature page to the Agreement (the \"Effective Date\") to which this Quality Agreement is Exhibit 2 and remain in effect until HEMISPHERX and SCIEN terminate the Agreement or it is superseded by a revised Quality Agreement executed by both parties.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Expiration Date": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Renewal Term": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Notice Period To Terminate Renewal": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Governing Law": "This Agreement and the transactions contemplated herein shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA and disputes, if not resolved by the Parties, will be settled by binding arbitration in and under the rules of arbitration in London, England.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Most Favored Nation": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Non-Compete": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Exclusivity": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__No-Solicit Of Customers": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Competitive Restriction Exception": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__No-Solicit Of Employees": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Non-Disparagement": "SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Termination For Convenience": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Rofr/Rofo/Rofn": "HEMISPHERX will have the option at any time to buy out this Agreement.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Change Of Control": "Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains, without any such consent.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Anti-Assignment": "Neither this Agreement nor any rights or obligations or licenses hereunder may be assigned, pledged, transferred or encumbered by either party without the express prior written approval of the other party, except that either HEMISPHERX or SCIEN may assign this Agreement to any successor by merger or sale of substantially all of its business or assets to which this Agreement pertains, without any such consent.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Revenue/Profit Sharing": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Price Restrictions": "Price Increase: Beginning on the second year anniversary of the signing of this Agreement (\"Effective Date\") and on each succeeding anniversary of the Effective Date during the term of this agreement and in consideration of a varies of economic factors such as for example, costs of labour, costs of material and costs the price paid by SCIEN for Product(s) shall be renegotiated.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Minimum Commitment": "Subject to the terms and conditions of this Agreement, HEMISPHERX agrees to exclusively supply Product to SCIEN in the Territory with a minimum expiry of 6 months from the date of shipment.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Volume Restriction": "SCIEN will provide HEMISPHERX a rolling 12-month forecast of the estimated sales of Product Units, the first 3 months of which will be firm and the second three (3) months of which cannot vary by more than 25% when these become the first three (3) months.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Ip Ownership Assignment": "It is agreed that nothing contained in this Sales, Marketing, Distribution, and Supply Agreement shall be construed as an assignment or grant to the SCIEN of any rights, title or interest in or to \"Interferon alfa-n3 (human leukocyte derived)\".", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Joint Ip Ownership": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__License Grant": "Subject to the condition above, HEMISPHERX hereby grants SCIEN the exclusive license to sell, market, and distribute Product for use in the Field in the Territory for Direct Access/EAP and Regulatory Agency-Approved (RAA) purposes.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Non-Transferable License": "HEMISPHERX hereby grants to SCIEN and SCIEN hereby accepts the right, privilege and exclusive license to use of \"Interferon alfa-n3 (human leukocyte derived)\" solely in connection with the terms of the Sales, Marketing, Distribution and Supply Agreement of Product in the Territory for the Term of this Agreement.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Affiliate License-Licensor": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Affiliate License-Licensee": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Unlimited/All-You-Can-Eat-License": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Irrevocable Or Perpetual License": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Source Code Escrow": "", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Post-Termination Services": "Raw data, documentation, batch records, source documents, product disposition records and reports (collectively, \"Documentation\") shall be retained by SCIEN for a minimum period of two (2) years after termination or expiration of the Specialty Distributor Purchase and Service Agreement between HEMISPHERX and SCIEN.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Audit Rights": "HEMISPHERX shall permit SCIEN or its agent, at SCIENs' expense, to conduct periodic audits of HEMISPHERX's Quality System and Manufacturing records relating to HEMISPHERX's performance under this Agreement.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Uncapped Liability": "IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Cap On Liability": "IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Liquidated Damages": "If exercised within the first two (2) years HEMISPHERX will pay SCIEN three (3) times the Product sales for the preceding 12 months. If exercised after year 3, HEMISPHERX will pay SCIEN two (2) times the Product sales for the preceding 12 months.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Warranty Duration": "SCIEN shall have the right to return and demand replacement of any Product which violates this warranty.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Insurance": "HEMISPHERX recommends that all customers insure return goods shipments.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Covenant Not To Sue": "SCIEN agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of HEMISPHERX in and to Interferon alfa-n3 (human leukocyte derived) or attack the validity of the license granted herein by HEMISPHERX and solely owned by HEMISPHERX.", "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Third Party Beneficiary": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Document Name": "CO-BRANDING AGREEMENT", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Parties": "Lucent Technologies Inc.,", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Agreement Date": "21st day of January 2003", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Effective Date": "21st day of January 2003", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Expiration Date": "The Term of this Agreement will commence on the date above, and shall continue for a term of one (1) year.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Renewal Term": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Notice Period To Terminate Renewal": "mPhase shall have the right to annually renew this agreement for a period of one year upon each annual expiration with the written consent of Lucent, which written consent shall not be unreasonably withheld.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Governing Law": "The validity, construction and performance of this Agreement shall be governed by the laws of the State of New York.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Most Favored Nation": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Non-Compete": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Exclusivity": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__No-Solicit Of Customers": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Competitive Restriction Exception": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__No-Solicit Of Employees": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Non-Disparagement": "Any attempt to do so shall be a breach of this Agreement and Lucent may terminate this Agreement without notice in the event of such a breach.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Termination For Convenience": "Either party wishing to terminate the Agreement must give written notice to the other party at least thirty (30) days prior to the desired date of termination.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Rofr/Rofo/Rofn": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Change Of Control": "This Agreement shall terminate in the event of a significant change in the management or ownership of mPhase or in the event mPhase is the subject of any bankruptcy proceedings.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Anti-Assignment": "This Agreement shall not be assigned by mPhase without the prior written consent of Lucent.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Revenue/Profit Sharing": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Price Restrictions": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Minimum Commitment": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Volume Restriction": "Our Logo must always maintain a staging of 1/2 the diameter of the Innovation Ring of clearspace.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Ip Ownership Assignment": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Joint Ip Ownership": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__License Grant": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Non-Transferable License": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Affiliate License-Licensor": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Affiliate License-Licensee": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Irrevocable Or Perpetual License": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Source Code Escrow": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Post-Termination Services": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Audit Rights": "mPhase agrees to allow Lucent to inspect the Approved Uses bearing the Lucent Co-Branding Logo, to ensure that those uses reviewed and approved pursuant to the procedure set forth in Schedule B continue to be in compliance with the terms of this Agreement.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Uncapped Liability": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Cap On Liability": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Liquidated Damages": "Neither Party shall be liable to the other for special, incidental, or consequential damages, even if such Party has been advised of the possibility of such damages.", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Warranty Duration": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Insurance": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Covenant Not To Sue": "", "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Third Party Beneficiary": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Document Name": "INTELLECTUAL PROPERTY AGREEMENT", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Parties": "RemainCo and SpinCo are sometimes referred to herein individually as a \"Party,\" and collectively as the \"Parties.\"", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Agreement Date": "June 26, 2015", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Effective Date": "June 26, 2015", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Expiration Date": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Renewal Term": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Notice Period To Terminate Renewal": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Governing Law": "This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Most Favored Nation": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Non-Compete": "provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Exclusivity": "(ii) shall have the exclusive right to publish and shall be solely responsible for all aspects of the publication of the Steam Book in all languages and in all media of expression now known or later developed, throughout the world, subject to the provisions of this Section 2.8;", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__No-Solicit Of Customers": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Competitive Restriction Exception": "licensed by SpinCo or any other member of the SpinCo Group if and to the extent the licensing of same to RemainCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to SpinCo or any member of the SpinCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__No-Solicit Of Employees": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Non-Disparagement": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Termination For Convenience": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Rofr/Rofo/Rofn": "SpinCo shall have the sole right to determine the content contained in future editions of the Steam Book, provided, however, that SpinCo will provide RemainCo with a right of first refusal to collaborate with SpinCo to provide content related to nuclear subject matter in the forty-third (43rd) edition of the Steam Book, with allocation of costs and revenues and any attribution and Copyright ownership with respect to RemainCo contributed content to be negotiated in good faith by the Parties.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Change Of Control": "The foregoing right of first refusal shall cease in the event of a Change of Control of either RemainCo or SpinCo, provided, however, that the Parties will discuss the feasibility of future collaboration, specifically related to the contribution of nuclear related subject matter by RemainCo, in good faith in the event of a Change of Control.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Anti-Assignment": "This Agreement may not be assigned by either Party, except with the prior written consent of the other Party.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Revenue/Profit Sharing": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Price Restrictions": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Minimum Commitment": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Volume Restriction": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Ip Ownership Assignment": "As between RemainCo and SpinCo, unless otherwise agreed in writing by RemainCo or any member of the RemainCo Group and SpinCo or any member of the SpinCo Group, any and all Intellectual Property created, conceived, or actually reduced to practice by or on behalf of RemainCo or any member of the RemainCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed SpinCo Intellectual Property or Shared Library Materials or any other Intellectual Property licensed by any member of the RemainCo Group or the SpinCo Group pursuant to any other Intellectual Property Agreement, shall belong solely and exclusively to RemainCo and neither SpinCo nor any member of the SpinCo Group shall have any right, title or interest in or to such Intellectual Property.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Joint Ip Ownership": "This Agreement shall be construed as if jointly drafted by SpinCo and RemainCo and no rule of construction or strict interpretation shall be applied against either Party.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__License Grant": "RemainCo shall have the right to use the SpinCo House Marks in connection with the operation of the RemainCo Business for a limited period of 270 days following the Distribution Date.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Non-Transferable License": "SpinCo (i) shall not use or exploit the Licensed SpinCo Intellectual Property in the RemainCo Core Field and (ii) shall not, and shall not permit any member of the SpinCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed SpinCo Intellectual Property in the RemainCo Core Field.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Affiliate License-Licensor": "RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii).", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Affiliate License-Licensee": "RemainCo may sublicense the Licensed SpinCo Intellectual Property to Affiliates of RemainCo, even if they become Affiliates after the Distribution Date, solely within the scope of its licenses in Article 5, provided that such sublicense shall only be effective for such time as such entity remains an Affiliate of RemainCo, subject to Section 5.6(a)(ii).", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Unlimited/All-You-Can-Eat-License": "provided, however, that RemainCo shall (i) not use any non-nuclear content contained in the Steam Book in connection with publishing or distributing a publication which competes with the Steam Book and (ii) provide attribution and accreditation using a copyright notice having the format required by law in connection with the use of any protectable expression of the non-nuclear content contained in the Steam Book.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Irrevocable Or Perpetual License": "RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the RemainCo Know-How currently or previously used in connection with the SpinCo Business or otherwise in the possession of SpinCo or any member of the SpinCo Group as of the Distribution Date (the \"Licensed RemainCo Know-How\"), for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6) to use the Licensed RemainCo Know-How for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field or the SpinCo Core Field; provided, however, the foregoing licenses shall not extend to (i) RemainCo Know-How licensed by RemainCo or any other member of the RemainCo Group if and to the extent the licensing of same to SpinCo would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to RemainCo or any member of the RemainCo Group for payments to such Third Party or (ii) any intellectual property not owned by one or more members of the RemainCo Group, or as to which no member of the RemainCo Group has the right to grant sublicenses, as of the Effective Date.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Source Code Escrow": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Post-Termination Services": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Audit Rights": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Uncapped Liability": "WITHOUT LIMITING THE FOREGOING, REMAINCO AND SPINCO HEREBY ACKNOWLEDGE AND AGREE THAT ALL INTELLECTUAL PROPERTY TRANSFERRED OR LICENSED PURSUANT TO THIS AGREEMENT AND ALL INTELLECTUAL PROPERTY INCLUDED IN PRIOR TRANSFERS ARE BEING OR WERE LICENSED OR TRANSFERRED \"AS IS, WHERE IS.\"", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Cap On Liability": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Liquidated Damages": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Warranty Duration": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Insurance": "", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Covenant Not To Sue": "RemainCo hereby covenants not to sue SpinCo under any Licensed RemainCo Know-How and under RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software, including, without limitation, all applicable Patents, Copyrights, and Know-How, for infringement or misappropriation based upon any action that occurs in connection with the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the RemainCo Core Field after the Distribution Date.", "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Third Party Beneficiary": "Except as expressly set forth in Section 5.10 and except for the Affiliates of the Parties, which are intended to be third party beneficiaries hereunder, this Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Document Name": "Manufacturing and Supply Agreement", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Parties": "MEDICA S.p.A.,", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Agreement Date": "January 1, 2013", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Effective Date": "January 1, 2013", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Expiration Date": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Renewal Term": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Notice Period To Terminate Renewal": "The term of this Agreement is three years from and including the date of this Agreement (the \"Initial Term\"), with automatic renewal for additional successive one-year terms (each a \"Renewal Term\" and together wit the Initial Term, the \"Term\") unless no later than [* * *] days prior to the end of the Initial Term, or any Renewal Term either party notifies the other that it wishes to terminate this Agreement effective the end of the Initial Term or that Renewal Term, as applicable.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Governing Law": "This Agreement is governed by the laws of the State of New York without giving effect to principles of conflict of laws.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Most Favored Nation": "If for any reason other than an Event of Force Majeure, Medica delivers any shipment of Cartridges later than the date of delivery set out in the applicable purchase order, Vapotherm will be entitled to the following as an alternative, in its sole discretion, to its rights under Section 3.6 and Section 13.2(a): (1) a [* * *]% reduction in the price of each Cartridge in the shipment for every [* * *] the shipment is delayed (from the Required Ship Date specified in the Purchase Order) to a maximum of [* * *]%.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Non-Compete": "It is understood and agreed that Vapotherm shall be free and without restriction to develop, market, license, and sell products and technology as it may see fit (including products and technology that may) or may not compete with the Cartridges), provided that Vapotherm strictly and fully complies with its obligations concerning Medica Confidential Information under Section 10.2 (Confidentiality).", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Exclusivity": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__No-Solicit Of Customers": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Competitive Restriction Exception": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__No-Solicit Of Employees": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Non-Disparagement": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Termination For Convenience": "The parties may terminate this Agreement at any time by written agreement.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Rofr/Rofo/Rofn": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Change Of Control": "Notwithstanding anything to the contrary in this Agreement, Medica shall neither enter into an agreement to nor shall consummate (a) any Change of Control or (b) any sale of all or substantially all of its assets relating to the manufacture of the Cartridges unless (a) it provides Vapotherm written notice of any such proposed transaction, which notice shall include the specific terms and conditions of the proposed transaction, including the identify of the proposed acquirer, (b) Medica offers to enter into such transaction with Vapotherm on substantially the same terms and conditions, and (c) with [* * *] days of such notice, Vapotherm declines to accept such offer.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Anti-Assignment": "Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other except that: (1) Vapotherm may assign this Agreement or transfer its rights and obligations under this Agreement to an Affiliate of Vapotherm or a successor to all or substantially all of its assets or business relating to this-Agreement, whether by sale, merger, operation of law, or otherwise.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Revenue/Profit Sharing": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Price Restrictions": "Upon delay of payment beyond [* * *] days from invoice date, Medica at its' sole discretion may levy an increase to the net transfer price a [* * *]% per week to a maximum of [* * *]%.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Minimum Commitment": "Vapotherm shall order for delivery in any given month an aggregate number of Cartridges equal to at least [* * *]% of the final amount forecast for that month in the Rolling Forecasts (that quantity, the \"Final Forecast Quantity\").", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Volume Restriction": "Only with Medica's written consent may Vapotherm order for delivery in any given Quarter an aggregate number of Cartridges exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Ip Ownership Assignment": "Except as specified elsewhere in Section 10.4, all rights in patents, inventions, processes, discoveries, and other research materials and any other novel or valuable information reflected in any medium that arise or are created during the course of this Agreement are the property of the creating party.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Joint Ip Ownership": "Vapotherm and Medica shall at the time of each report determine jointly the actions to be taken with respect to these findings.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__License Grant": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Non-Transferable License": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Affiliate License-Licensor": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Affiliate License-Licensee": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Unlimited/All-You-Can-Eat-License": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Irrevocable Or Perpetual License": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Source Code Escrow": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Post-Termination Services": "All such records shall be maintained for a period of not less than two years from the date of expiration of each Cartridge batch to which those records pertain, or such longer period as may be required by Law or cGMPs.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Audit Rights": "Medica shall at Vapotherm's request give Vapotherm and any designee of Vapotherm reasonable access to Medica's facilities, procedures, and books and records, including Medica's protocols, standard operating procedures (SOPs), equipment specifications, and manufacturing records, for purposes of (1) observing manufacturing, operations and (2) auditing and inspecting Medica's facilities for compliance with applicable Laws and the terms of this Agreement.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Uncapped Liability": "Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Cap On Liability": "No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits. This limitation does not, however, apply to any obligation of either party to indemnify the other in connection with any Indemnifiable Loss. 12.4 Limitation on Liability. Notwithstanding any other provision contained in this Agreement, each party's maximum aggregate liability to the other party for any and all causes whatsoever, and each party's remedy, regardless of the form of action, whether in contract or tort, including negligence, and whether or not pursuant to the indemnification provisions contained in Section 12 and whether or not such party is notified of the possibility of damage to the other party, shall be limited to $[* * *].", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Liquidated Damages": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Warranty Duration": "If Medica accepts that Vapotherm was entitled to reject the Nonconforming Cartridge(s) and Vapotherm has already paid the purchase price for the Nonconforming Cartridge(s), then, within [* * *] Calendar Days after receiving notice from Vapotherm under Section 4.2, Medica shall, at Vapotherm's election, either replace the Nonconforming Cartridge(s) at no additional cost to Vapotherm or reimburse Vapotherm for the purchase price of the Nonconforming Cartridge(s) via wire transfer.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Insurance": "Medica shall at its cost obtain and maintain one or more insurance policies providing coverage of at least Euro [* * *] in the aggregate that cover Medica for fire, theft, fidelity, product liability, and any and all potential claims, suits, losses, expenses, or damages arising out of Medica's obligations under this Agreement.", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Covenant Not To Sue": "", "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Third Party Beneficiary": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Document Name": "STRATEGIC ALLIANCE AGREEMENT", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Parties": "Playa Hotels & Resorts, B.V.,", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Agreement Date": "December 14, 2016", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Effective Date": "December 14, 2016", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Expiration Date": "During the period beginning on the Effective Date and ending on December 31, 2018 (the \"Development Term\"),", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Renewal Term": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Notice Period To Terminate Renewal": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Governing Law": "Except to the extent governed by the Federal Arbitration Act or other federal law, this Agreement and all claims arising from the relationship between Hyatt (and/or any of its Affiliates) and Playa (and/or any of its Affiliates) under this Agreement will be governed by the laws of the State of Illinois (U.S.A.), without regard to its conflict of laws rules, except that any Illinois law or any other law regulating the offer or sale of franchises, business opportunities, or similar interests, or governing the relationship between a franchisor and a franchisee or any similar relationship, will not apply unless its jurisdictional requirements are met independently without reference to this Section 4.", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Most Favored Nation": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Non-Compete": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Exclusivity": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__No-Solicit Of Customers": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Competitive Restriction Exception": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__No-Solicit Of Employees": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Non-Disparagement": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Termination For Convenience": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Rofr/Rofo/Rofn": "During the period beginning on the Effective Date and ending on December 31, 2018 (the \"Development Term\"), each Party (the \"Offering Party\") agrees to provide to the other Party (the \"Receiving Party\") a right of first offer with respect to any proposed offer or arrangement, which the Offering Party (or its affiliate) desires to accept, under which the Offering Party or one of its affiliates would acquire the ownership of real property in the Market Area (the \"Development Property\") on which a Hyatt All-Inclusive Resort would operate (a \"Development Opportunity\").", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Change Of Control": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Anti-Assignment": "This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties, except that no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transferee, mortgagee, pledgee, or lessee, as the case may be.", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Revenue/Profit Sharing": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Price Restrictions": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Minimum Commitment": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Volume Restriction": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Ip Ownership Assignment": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Joint Ip Ownership": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__License Grant": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Non-Transferable License": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Affiliate License-Licensor": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Affiliate License-Licensee": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Unlimited/All-You-Can-Eat-License": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Irrevocable Or Perpetual License": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Source Code Escrow": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Post-Termination Services": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Audit Rights": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Uncapped Liability": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Cap On Liability": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate.", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Liquidated Damages": "In any action or proceeding between the Parties (including any arbitration proceeding) arising under or with respect to this Agreement or in any manner pertaining to the Hyatt All-Inclusive Resorts or to the relationship of the Parties under this Agreement, each Party hereby unconditionally and irrevocably waives and releases any right, power or privilege either may have to claim or receive from the other Party any punitive or exemplary damages, each Party acknowledging and agreeing that the remedies herein provided and other remedies at law or in equity will in all circumstances be adequate.", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Warranty Duration": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Insurance": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Covenant Not To Sue": "", "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Third Party Beneficiary": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Document Name": "Cooperation Agreement", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Parties": "(collectively, the \"White Hat Parties\") (each of the Company and the White Hat Parties, a \"Party\" to this Agreement, and collectively, the \"Parties\").", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Agreement Date": "June 18, 2020,", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Effective Date": "June 18, 2020,", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Expiration Date": "Unless earlier terminated as provided in this Agreement, upon the expiration of the Support Period in accordance with Section 4, this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred prior to the termination of this Agreement.", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Renewal Term": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Governing Law": "This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state.", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Most Favored Nation": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Non-Compete": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others:", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Exclusivity": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Customers": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Competitive Restriction Exception": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Employees": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Non-Disparagement": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others:", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Termination For Convenience": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Change Of Control": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Anti-Assignment": "This Agreement may not be assigned without the prior written consent of the other Party hereto.", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Revenue/Profit Sharing": "The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock.", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Price Restrictions": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Minimum Commitment": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Volume Restriction": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Ip Ownership Assignment": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Joint Ip Ownership": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__License Grant": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Non-Transferable License": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensor": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensee": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Source Code Escrow": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Post-Termination Services": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Audit Rights": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Uncapped Liability": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Cap On Liability": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Liquidated Damages": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Warranty Duration": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Insurance": "", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Covenant Not To Sue": "Except as otherwise contemplated in this Agreement, at all times during the period commencing on the date hereof and ending on the date that is thirty (30) days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the 2021 Annual Meeting as set forth in the Bylaws, the White Hat Parties shall not, and shall cause the White Hat Representatives not to, directly or indirectly, in any manner, alone or in concert with others:", "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Third Party Beneficiary": "The White Hat Parties are the beneficial owners of 319,708 shares of Common Stock, such shares of Common Stock constitute all of the Common Stock beneficially owned by the White Hat Parties and the White Hat Parties have no agreements, understandings or undertakings with any third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend such shares Common Stock.", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Document Name": "JOINT FILING AGREEMENT", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Parties": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Agreement Date": "January 22, 2020", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Effective Date": "January 22, 2020", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Expiration Date": "", "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING 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"PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Document Name": "COMPLEHON AGREEMENT AND UQITDITV MAINTENANCE AGREEMENT ( 'Agreement\")", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Parties": "GUARANTY BANK, FSB ('Guaranty\")", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Agreement Date": "June 29, 2006", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Effective Date": "June 29, 2006", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Expiration Date": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Renewal Term": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Notice Period To Terminate Renewal": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Governing Law": "This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas.", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Most Favored Nation": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Non-Compete": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Exclusivity": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__No-Solicit Of Customers": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Competitive Restriction Exception": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__No-Solicit Of Employees": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Non-Disparagement": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Termination For Convenience": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Rofr/Rofo/Rofn": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Change Of Control": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Anti-Assignment": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Revenue/Profit Sharing": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Price Restrictions": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Minimum Commitment": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Volume Restriction": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Ip Ownership Assignment": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Joint Ip Ownership": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__License Grant": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Non-Transferable License": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Affiliate License-Licensor": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Affiliate License-Licensee": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Irrevocable Or Perpetual License": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Source Code Escrow": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Post-Termination Services": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Audit Rights": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Uncapped Liability": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Cap On Liability": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Liquidated Damages": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Warranty Duration": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Insurance": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Covenant Not To Sue": "", "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Third Party Beneficiary": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Document Name": "ODM SUPPLY AGREEMENT", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Parties": "Vanuatu", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Agreement Date": "15t h day of January 2018.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Effective Date": "15t h day of January 2018.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Expiration Date": "This agreement is for a term of ten (10) years.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Renewal Term": "This agreement will be automatically renewed at the end of every ten (10) year term, with each subsequent term of renewal being for a ten (10) year term.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Notice Period To Terminate Renewal": "This agreement will be automatically renewed at the end of every ten (10) year term, with each subsequent term of renewal being for a ten (10) year term.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Governing Law": "This agreement shall be governed by the Laws of England (English common and statutory Law).", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Most Favored Nation": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Non-Compete": "The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Exclusivity": "The Manufacturer grants exclusive rights to the Customer for the term of ten (10) years from the date of the signing of this agreement and for an indefinite period upon the customer fulfilling the minimum annual purchase requirement as listed in Schedule B. of this agreement.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__No-Solicit Of Customers": "The Manufacturer covenants not to sell any product listed in this agreement, or product name (as listed in schedule A of this agreement) to any other party without prior written consent of the Customer.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Competitive Restriction Exception": "The Manufacturer agrees that the Customer has the right under this agreement to consider, source, promote, market and sell other product outside of the products listed in Schedule A of this agreement in line with the following assumptions: That they are non-competing products to the range of products or those products listed in schedule A of this agreement.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__No-Solicit Of Employees": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Non-Disparagement": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Termination For Convenience": "A six (6) months notice must be given by either party of their intention to terminate relations due to any reason other than breach of this agreement.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Rofr/Rofo/Rofn": "The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Change Of Control": "Either parties voting stock is transferred to any third party to such extent as to result in a change in effective control of the company or its ownership or active management is changed in any other manner.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Anti-Assignment": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Revenue/Profit Sharing": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Price Restrictions": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Minimum Commitment": "The Manufacturer agrees to maintain its focus on the design and formulation of new products and agrees to provide the Customer with one new product each quarter for a minimum of four (4) new products per year.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Volume Restriction": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Ip Ownership Assignment": "The Manufacturer is the owner of the intellectual Property pertaining to the products listed in schedule A of this agreement as well as to the book 'How to Achieve Super Health beyond 2000 - Advanced Edition' ODM Supply Agreement 7 Organic Preparations INC. & Agape ATP International Holding Limited Source: AGAPE ATP CORP, 10-K/A, 12/2/2019 12. TRANSFER OF INTELLECTUAL PROPERTY The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Joint Ip Ownership": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__License Grant": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Non-Transferable License": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Affiliate License-Licensor": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Affiliate License-Licensee": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Unlimited/All-You-Can-Eat-License": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Irrevocable Or Perpetual License": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Source Code Escrow": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Post-Termination Services": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Audit Rights": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Uncapped Liability": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Cap On Liability": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Liquidated Damages": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Warranty Duration": "The Customer shall inspect all Products promptly upon receipt thereof and may reject any defective Product, provided that the Customer shall within seven (7) days after receipt of such alleged defective Product, notify the Manufacturer of its rejection and either: (i) request to destroy in field for credit of the value of the defective product and the associated shipping costs (with approval), or (ii) request a Return Material Authorization (\"RMA\") number and within seven (7) days of receipt of the RMA number from the Manufacturer return such rejected Product to the Manufacturer.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Insurance": "The Customer shall at all times during the term of this agreement maintain product liability insurance, covering all products sold by the Manufacturer to the Customer and which policy shall name the Manufacturer as Additional Insured.", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Covenant Not To Sue": "", "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Third Party Beneficiary": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Document Name": "Program Content License Agreement", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content 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licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Notice Period To Terminate Renewal": "Upon confirmation by the licensor in writing prior to the expiration of the term hereof, this Agreement may be extended for as long as may be agreed to by both the licensor and licensee through negotiation, provided, however, that the licensee shall not have the right to decide the extension of the term hereof.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Governing Law": "The execution, validity, interpretation, enforcement and dispute resolution of this Agreement shall be governed by the PRC Law.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Most Favored Nation": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Non-Compete": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Exclusivity": "Without Party A's consent, Party B may not enter into with any third party any agreement or cooperation which is identical with or similar to this Agreement.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__No-Solicit Of Customers": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Competitive Restriction Exception": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__No-Solicit Of Employees": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Non-Disparagement": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Termination For Convenience": "8.2.5 in exercising its right to terminate this Agreement pursuant to Subsections 8.2.1 to 8.2.4, one Party shall give a written notice of termination to the other Party, without the necessity of obtaining consent from the other Party, and this Agreement shall terminate as of the date on which such written notice is served to the other Party.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Rofr/Rofo/Rofn": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Change Of Control": "8.2.2 one Party enters into a bankruptcy process, Party B's shareholder or equity structure changes (not including changes to Party B's shareholder or equity structure due to the Exclusive Call Option Agreement and Equity Pledge Agreement dated between Party B, Phoenix Online and other relevant parties), or one Party ceases its business operation, then the other Party may send a written notice of termination to such Party and this Agreement shall terminate as of the date on which such written notice is served to such Party;", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Anti-Assignment": "Party B may not assign its rights and obligations hereunder without Party A's consent in writing and the successors and permitted assigns of the Parties shall be bound by this Agreement.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Revenue/Profit Sharing": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Price Restrictions": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Minimum Commitment": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Volume Restriction": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Ip Ownership Assignment": "If Party B obtains any Intellectual Property Right in respect of the Program Content during its use of the same, Party B shall notify Party A and, upon its request in writing, sign all documents and take all actions required to assign such Intellectual Property Right to Party A, and ensure the Intellectual Property Right so obtained by Party A is legitimate, complete, and free from any encumbrance.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Joint Ip Ownership": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__License Grant": "Party B may use the Program Content licensed by Party A only in Party B Business.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Non-Transferable License": "Without Party A's consent in writing, Party B may not in any way use the Program Content provided by Party A for any purposes other than in connection with Party B Business, nor may Party B permit any third party to use in any way the Program Content licensed by Party A to Party B prior to the publishing of the Program Content on the Phoenix Satellite TV Websites or Other Websites.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Affiliate License-Licensor": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Affiliate License-Licensee": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Unlimited/All-You-Can-Eat-License": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Irrevocable Or Perpetual License": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Source Code Escrow": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Post-Termination Services": "Upon the termination of this Agreement, Party B shall return to Party A or destroy any document, material or software containing such business secrets and delete the same from any memory devices.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Audit Rights": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Uncapped Liability": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Cap On Liability": "With respect to economic losses sustained by either Party as a result of such event, neither Party shall be liable therefor.", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Liquidated Damages": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Warranty Duration": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Insurance": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Covenant Not To Sue": "", "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Third Party Beneficiary": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Document Name": "JOINT FILING AGREEMENT", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Parties": "UNIFORM INVESTCO LP By: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager By: /s/ David A. Marple Name: David A. Marple Title: General Counsel UNIFORM INVESTCO GP LLC By: V\u00e4rde Partners, Inc., its Manager By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE FUND VI-A, L.P.", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Agreement Date": "February 20, 2020.", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Effective Date": "February 20, 2020.", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Expiration Date": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Renewal Term": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Governing Law": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Most Favored Nation": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Compete": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Exclusivity": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__No-Solicit Of Customers": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Competitive Restriction Exception": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__No-Solicit Of Employees": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Disparagement": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Termination For Convenience": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Change Of Control": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Anti-Assignment": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Revenue/Profit Sharing": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Price Restrictions": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Minimum Commitment": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Volume Restriction": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Ip Ownership Assignment": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Joint Ip Ownership": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__License Grant": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Transferable License": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Affiliate License-Licensor": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Affiliate License-Licensee": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Source Code Escrow": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Post-Termination Services": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Audit Rights": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Uncapped Liability": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Cap On Liability": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Liquidated Damages": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Warranty Duration": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Insurance": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Covenant Not To Sue": "", "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Third Party Beneficiary": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Document Name": "ENDORSEMENT AGREEMENT", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Parties": "BERKSHIRE BANK,", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Agreement Date": "5/17/12", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Effective Date": "5/17/12", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Expiration Date": "\"CONTRACT PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and terminating on May 31, 2016 unless sooner terminated under this Agreement.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Renewal Term": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Notice Period To Terminate Renewal": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Governing Law": "This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Most Favored Nation": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Non-Compete": "\"BERKSHIRE COMPETITOR\" is any person or entity that in any way competes with Berkshire's financial services.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Exclusivity": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__No-Solicit Of Customers": "Auriemma will be available one (1) time per calendar quarter during the Services Period to meet and address Berkshire's small business customer groups.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Competitive Restriction Exception": "Auriemma expressly agrees and undertakes that: a) The right to use the Auriemma Identification has not been previously granted nor will it be granted to anyone other than Berkshire for use during the Contract Period within the Contract Territory in connection with the advertisement, promotion and sale of products and services which are the same as or similar to any of the Financial Services; b) Auriemma will not enter into any arrangement or agreement, which enables any Berkshire Competitor to be endorsed by Auriemma (whether by using the Auriemma Identification, Auriemma providing services similar to the Endorsement Services, or otherwise) during the Contract Period within the Contract Territory.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__No-Solicit Of Employees": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Non-Disparagement": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if (i) Auriemma dies or is prevented by injury or illness from satisfactorily performing the obligations required by this Agreement; (ii) Auriemma is convicted of a felony or criminal offense involving dishonesty or fraud; or (iii) Auriemma publicly disparages Berkshire and/ or its products.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Termination For Convenience": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Rofr/Rofo/Rofn": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Change Of Control": "In the case of reorganization, merger, consolidation, or sale of all or substantially all of its assets, any attempt to assign this Agreement other than as permitted above will be null and void.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Anti-Assignment": "Berkshire may not assign this Agreement, in whole or in part, without Auriemma's written consent.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Revenue/Profit Sharing": "Berkshire will cause to be issued to Auriemma on June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015, (each an \"issuance date\") four (4) blocks of shares of unrestricted common stock of Berkshire's parent corporation, Berkshire Hills Bancorp, Inc. (BHLB), each of which as of its respective issuance date shall have a value of Thirty Thousand and 00/100 Dollars ($30,000.00), based upon the closing price of BHLB common shares at the end of the last trading day immediately preceding the issuance date.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Price Restrictions": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Minimum Commitment": "Auriemma will sign 100 items per year during the Services Period for Berkshire provided all items are to be obtained at Berkshire's cost, provided, however, that Berkshire shall not sell any items autographed by Auriemma and Auriemma will not be required to sign any item that is manufactured by a competitor of Nike and subject to Nike's right to disapprove any items.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Volume Restriction": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Ip Ownership Assignment": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Joint Ip Ownership": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__License Grant": "Auriemma grants to Berkshire the exclusive right and license (the \"License Rights\") to use the Auriemma Identification during the Contract Period and throughout the Contract Territory solely in connection with the advertisement and promotion of Berkshire and the Financial Services;", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Non-Transferable License": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Affiliate License-Licensor": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Affiliate License-Licensee": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Irrevocable Or Perpetual License": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Source Code Escrow": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Post-Termination Services": "Notwithstanding the foregoing, if the Agreement is terminated for any reason other than Berkshire's material breach, then for thirty (30) days following such termination, Berkshire may continue to use any printed material already produced under this Agreement.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Audit Rights": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Uncapped Liability": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Cap On Liability": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Liquidated Damages": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Warranty Duration": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Insurance": "\"FINANCIAL SERVICES\" shall mean banking, lending, financial and wealth management products and services offered by Berkshire and insurance products and services offered by Berkshire's affiliate Berkshire Insurance Group, Inc.", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Covenant Not To Sue": "", "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Third Party Beneficiary": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Document Name": "JOINT VENTURE CONTRACT", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Parties": "Baoding Fengfan Group Limited Liability Company", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Agreement Date": "The date of registration of the Joint Venture Company shall be the date of the establishment of the board of directors of the Joint Venture Contract.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Effective Date": "\"Effective Date\" means the effective date of this Contract, which shall be the date on which this Contract and the Articles of Association have been approved by the Examination and Approval Authority.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Expiration Date": "The Contract Term shall extend for a period of fifty (50) years.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Renewal Term": "Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Notice Period To Terminate Renewal": "Upon the agreement of all Parties and the unanimous consent of the Board of Directors, an application to extend the Contract Term may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the Contract Term.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Governing Law": "The formation, validity, interpretation and implementation of this Contract, and any disputes arising under this Contract, shall be governed by the published laws of the People's Republic of China.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Most Favored Nation": "In its purchase of required equipment, instruments, raw materials, fuel, parts, and means of transportation etc., the Joint Venture Company shall give first priority to purchase of same in China where relevant purchase terms conditions are the same or more favorable.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Non-Compete": "Both Party A and Party B agree that they will not compete with the Joint Venture Company or with each other utilizing knowledge or expertise or production capabilities gained from the Joint Venture Company or gained from the Parties' respective technology contributions thereof.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Exclusivity": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__No-Solicit Of Customers": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Competitive Restriction Exception": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__No-Solicit Of Employees": "All employees hired by the Joint Venture Company must complete satisfactorily a six-month probationary period of employment before they will be considered regular employees of the Joint Venture Company.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Non-Disparagement": "Each Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Termination For Convenience": "Each Party shall have the right to terminate this Contract prior to the expiration of the Contract Term by written notice to the other Party if any of the following events occur:", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Rofr/Rofo/Rofn": "Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Change Of Control": "The following matters shall require the unanimous assent of all the directors: o Amendment of the Articles of Association; o Termination and dissolution of the Joint Venture Company; o Merger of the Joint Venture Company with another organization; o Major investment by the Joint Venture Company; o Distribution of profit of the Joint Venture Company; o The recruitment and dismissal of the Senior Management Personnel of the Joint Venture Company; o Transfer of a part of all of either Party's interest in the registered capital of the Joint Venture Company; o Increase and decrease of the Joint Venture Company's registered capital; and o The examination and approval of the annual financial report of the Joint Venture Company.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Anti-Assignment": "Except as otherwise provided herein, this Contract may not be assigned in whole or in part by any Party without the prior written consent of the other Party and the approval of the Examination and Approval Authority.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Revenue/Profit Sharing": "The sum", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Price Restrictions": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Minimum Commitment": "The goal is to produce one hundred million (100,000,000) watt-hours per year with target annual sales of Sixty Million United States Dollars (US$60,000,000).", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Volume Restriction": "It is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Ip Ownership Assignment": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Joint Ip Ownership": "In accordance with the Law of the People's Republic of China on Joint Ventures Using Chinese and Foreign Investment (the \"Joint Venture Law\") and other relevant Chinese laws and regulations, Fengfan Group Limited Liability Company and Valence Technology Inc., in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly invest to establish a joint venture enterprise in Baoding City, Hebei Province of the People's Republic of China.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__License Grant": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Non-Transferable License": "Party B and its Affiliates guarantee that following the Effective Date of this Contract, it will not further transfer to any Third Party: i) the proprietary technology for production of Powder (as defined below) to be made into Batteries (as defined below) or ii) the proprietary technology for production of Batteries that use the Bellcore configuration.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Affiliate License-Licensor": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Affiliate License-Licensee": "Party A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Contract for Technology Investment shall license to the Joint Venture Company the right to utilize proprietary technology (including patented technology), related documentation and know-how for the production of the Joint Venture Products.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Unlimited/All-You-Can-Eat-License": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Irrevocable Or Perpetual License": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Source Code Escrow": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Post-Termination Services": "This Chapter 17 and the obligations and benefits hereunder shall survive the expiration or early termination of this Contract and shall remain in effect for the periods stated herein, notwithstanding the dissolution or liquidation of the Joint Venture Company.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Audit Rights": "In addition, each Party at its own expense and upon advance notice to the Joint Venture Company may appoint an accountant (which may be either an accountant registered abroad or registered in China), to audit the accounts of the Joint Venture Company on behalf of such Party. Reasonable access to the Joint Venture Company's financial records shall be given to such auditor and such auditor shall keep confidential all documents under his auditing.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Uncapped Liability": "The liability of each Party to the Joint Venture Company shall be limited to contributing the full amount of its share of the Joint Venture Company's registered capital.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Cap On Liability": "The liability of each Party to the Joint Venture Company shall be limited to contributing the full amount of its share of the Joint Venture Company's registered capital.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Liquidated Damages": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Warranty Duration": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Insurance": "The Joint Venture Company, at its own expense, shall take out and maintain at all times during the Contract Term with insurance companies insurance against loss or damage by fire, natural disasters and other risks of types and in amounts as may be recommended by the CEO and decided by the Board of Directors. The property, transport and other items of insurance of the Joint Venture Company will be denominated in Chinese and foreign currencies, as appropriate. Article 95 The Joint Venture Company shall take out the required insurance from an insurance company or organization permitted by Chinese laws and regulations to provide such insurance.", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Covenant Not To Sue": "", "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Third Party Beneficiary": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Document Name": "NON-COMPETITION AND NON-SOLICITATION AGREEMENT", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Parties": "Gulf Oil International Limited,", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Agreement Date": "August 1, 2019", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Effective Date": "August 1, 2019", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Expiration Date": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Renewal Term": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Notice Period To Terminate Renewal": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Governing Law": "THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY OTHER JURISDICTION).", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Most Favored Nation": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Non-Compete": "Gulf Oil and Gulf India each agree during the Non-Compete Period not to acquire, directly or indirectly, control of any businesses involved in, or otherwise competing with, the business of the Combined Business from any entity on Schedule 1 hereto.", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Exclusivity": "Each Seller agrees that for a period commencing on the Effective Date and ending two years after the Closing Date (the \"Non- Compete Period\"), it shall not, other than solely through its direct or indirect ownership of Buyer's capital stock or any other interests in Buyer, directly, or indirectly, including through or on behalf of a subsidiary, anywhere in the world, excluding India:", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__No-Solicit Of Customers": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Competitive Restriction Exception": "nothing in this Agreement shall: (i) prohibit or restrict any Seller, directly or indirectly, from owning, as a passive investor, not more than five (5%) percent collectively and in the aggregate of any class of outstanding publicly traded securities of any Person so engaged; (ii) prohibit or restrict any Seller, directly or indirectly, from engaging in such Seller's business as conducted on the Effective Date and reasonable extensions thereof, which may include routine, day-to-day transactions with any entity, and (iii) apply to or restrict any business of which a Seller acquires control after the Effective Date provided that the acquired business did not receive more than $25,000,000 of its aggregate net sales (as measured during the 12 full calendar months prior to such acquisition) from product lines included within the definition of Company Business.", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__No-Solicit Of Employees": "Each Seller agrees that for a period commencing on the Effective Date and ending three years after the Closing Date (the \"Non-Solicit Period\"), each Seller shall not, directly or indirectly: (i) induce, solicit, recruit or attempt to persuade any employee of the Combined Business to terminate his or her employment with the Buyer or any of its subsidiaries, or (ii) solicit the employment of any of the employees of the Combined Business.", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Non-Disparagement": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Termination For Convenience": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Rofr/Rofo/Rofn": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Change Of Control": "WHEREAS, it is integral to Buyer's acquisition of the Company Business and a condition precedent to the closing of the transactions contemplated by the Purchase Agreement that the Sellers enter into this Agreement with Buyer to provide for the protection of the Combined Business's customer and vendor relationships, trade secrets, confidential information and other business operations.", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Anti-Assignment": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Revenue/Profit Sharing": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Price Restrictions": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Minimum Commitment": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Volume Restriction": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Ip Ownership Assignment": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Joint Ip Ownership": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__License Grant": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Non-Transferable License": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed) and any purported assignment or transfer without such consent shall be null and void.", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Affiliate License-Licensor": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Affiliate License-Licensee": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Irrevocable Or Perpetual License": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Source Code Escrow": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Post-Termination Services": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Audit Rights": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Uncapped Liability": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Cap On Liability": "Each Seller agrees that in the event of a breach of this Agreement, the damage to Buyer will be inestimable and that therefore any remedy at Law or in monetary damages shall be inadequate.", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Liquidated Damages": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Warranty Duration": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Insurance": "", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Covenant Not To Sue": "PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.", "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Third Party Beneficiary": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Document Name": "SPONSORSHIP AND SERVICES AGREEMENT", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Parties": "Constellation NewEnergy, Inc., a Delaware corporation, on behalf of itself and its retail affiliates and subsidiaries (collectively, \"Constellation\"). HOFV and/or PFHOF, on the one hand, and Constellation, on the other hand, are referred to herein as a \"Party\" and, collectively, as the \"Parties\".", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Agreement Date": "19t h day of December, 2018,", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Effective Date": "19t h day of December, 2018,", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Expiration Date": "The term of this Agreement (the \"Term\"), unless mutually extended by written agreement of the Parties or unless sooner terminated as provided herein, shall commence effective as of the date hereof and shall expire on December 31, 2028.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Renewal Term": "In the event that, after the construction and development of the Village has been substantially completed, the Village is not usable for a period of at least thirty (30) days as a result of the events described under this Section 6.7 and unless this Agreement shall have been terminated in accordance with its terms, the Term shall be extended for that period of time (after substantial completion) which the Village was not usable and the start and end dates of each period shall be adjusted to reflect the number of days (after substantial completion) in which the Village was not usable for all purposes of this Agreement, including without limitation the expiration date of the Term.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Notice Period To Terminate Renewal": "In the event that, after the construction and development of the Village has been substantially completed, the Village is not usable for a period of at least thirty (30) days as a result of the events described under this Section 6.7 and unless this Agreement shall have been terminated in accordance with its terms, the Term shall be extended for that period of time (after substantial completion) which the Village was not usable and the start and end dates of each period shall be adjusted to reflect the number of days (after substantial completion) in which the Village was not usable for all purposes of this Agreement, including without limitation the expiration date of the Term.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Governing Law": "This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflicts of law.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Most Favored Nation": "The HOF Entities or their affiliates shall, during the Term (as defined below), purchase from Constellation, and Constellation shall sell to the HOF Entities and/or their affiliates, as applicable, such Products & Services as shall be requested by an HOF Entity or its affiliates, in each case at the applicable Market Prices for such Products & Services and on competitive terms.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Non-Compete": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Exclusivity": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__No-Solicit Of Customers": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Competitive Restriction Exception": "Provided that Constellation is not then in breach of its obligations pursuant to this Agreement, including without limitation Section 2.1 hereof, and provided that Constellation has available for purchase a product or service which meets the needs of the HOF Entities at competitive market pricing, (a) neither of the HOF Entities shall purchase, at any time during the Term, any commodity electricity or gas from any person or entity other than Constellation and its affiliates and (b) in the event and to the extent mutually agreed by the Parties, neither of the HOF Entities shall grant or award to any company designated by Constellation (and mutually agreeable to the HOF Entities) any project which the Parties mutually agree shall not be granted or awarded to such company.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__No-Solicit Of Employees": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Non-Disparagement": "No Party will make, issue or release any statement which results in any defamation or disparagement of the Village, the City of Canton, the other Party, or any team, person, performer or organization involved in events at the Village.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Termination For Convenience": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Rofr/Rofo/Rofn": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Change Of Control": "(v) Such Party sells, conveys, assigns or otherwise transfers all or substantially all of its assets (other than to one of its affiliates in the case of an HOF Entity) in breach of Section 6.2.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Anti-Assignment": "Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided, however, that each HOF Entity may, upon written notice to Constellation but without a requirement to obtain Constellation's consent, transfer, assign, convey, pledge or encumber, in whole or in part, any and all of its rights under this Agreement as security in connection with a loan transaction.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Revenue/Profit Sharing": "For the advertising and other rights described herein, Constellation shall pay to the HOF Entities total combined sponsorship fees (the \"Sponsorship Fees\") and total combined annual activation fund proceeds (the \"Annual Activation Fund Proceeds\") in the amounts and on the dates set forth on Exhibit H, in addition to any other amounts required by the terms of this Agreement.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Price Restrictions": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Minimum Commitment": "A minimum of [***] in mutually agreed upon EME financing will be contracted for by the Parties, with a minimum of [***] of such aggregate amount to be contracted for in each of [***] and [***].", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Volume Restriction": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Ip Ownership Assignment": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Joint Ip Ownership": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__License Grant": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Non-Transferable License": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Affiliate License-Licensor": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Affiliate License-Licensee": "Constellation grants to the HOF Entities a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit G (\"Constellation's Marks\") in the United States or online throughout the Term solely in connection with the Sponsorship Rights, the advertising and promotion of the Village, including any musical, athletic or other live performance events at the Village, in connection with the name of the Center for Excellence and/or any Co-Branded Center for Excellence Logos and otherwise as expressly contemplated by this Agreement.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Unlimited/All-You-Can-Eat-License": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Irrevocable Or Perpetual License": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Source Code Escrow": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Post-Termination Services": "On termination or expiration of this Agreement, Constellation shall cease all use of the HOF Entity Marks as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than ninety (90) days.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Audit Rights": "In January of each calendar year Constellation shall allow, at the written request and expense of the HOF Entities, the HOF Entities the right to audit during normal business hours all relevant Constellation records related to New Business generated during the immediately preceding calendar year.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Uncapped Liability": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Cap On Liability": "", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Liquidated Damages": "in the event that (i) on or prior to December 1, 2022, Constellation shall have provided to the HOF Entities written notice of its election to terminate this Agreement pursuant to this Section 4.2(c) and (ii) during the period commencing on the date hereof and concluding on December 1, 2022, Constellation shall not have accrued (or been required to accrue in accordance with U.S. generally accepted accounting principles) an amount of New Business (as defined below) of not less than the amount of Sponsorship Fees actually paid by Constellation to the HOF Entities prior to December 1, 2022.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Warranty Duration": "Constellation's standard warranty as stated in the applicable Second Level Agreement (the \"Warranty\") shall apply to all purchases of Products & Services made pursuant to this Agreement.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Insurance": "Constellation shall, at its own expense, secure and maintain in full force and effect throughout the Term (a) insurance coverage for defamation, trademark and service mark infringement, unfair competition, copyright infringement, and infringement of a person's right of publicity and right of privacy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] per occurrence; and (b) a general liability insurance policy from a carrier with an A.M. Best rating of A10 or better in an amount not less than [***] in aggregate.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Covenant Not To Sue": "no claims against Constellation have been asserted in writing by any person or entity with respect to the ownership, validity, enforceability, misappropriation or use of any of Constellation's Intellectual Property or challenging or questioning the validity or effectiveness of Constellation's Intellectual Property.", "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Third Party Beneficiary": "Except for the HOF Entity Indemnified Persons and Constellation Indemnified Persons, (i) this Agreement is intended only for the benefit of the Parties hereto, the affiliates of the HOF Entities and any successors, permitted assigns or substitutes as expressly provided for in this Agreement, (ii) no other person or entity is intended to be benefited in any way by this Agreement and (iii) this Agreement shall not be enforceable by any other person or entity.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Document Name": "STRATEGIC ALLIANCE AGREEMENT", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Parties": "Acquiror", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Agreement Date": "August 26, 2015", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Effective Date": "August 26, 2015", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Expiration Date": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Renewal Term": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal": "Acquiror may, in its sole discretion, extend the Offer Period for such period as designated by Acquiror in accordance with Article 27-6 of the FIEL.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Governing Law": "The construction, validity and performance of this Agreement shall be governed in all respects by the laws of Japan.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation": "For purposes of this Agreement, \"Superior Offer\" shall mean an unsolicited bona fide written offer by a third party to purchase all of the outstanding Target Securities that the Board of Directors of the Company determines, in its good faith judgment, after consultation with its outside legal counsel and its financial advisors, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closing) of the offer and the ability of the Person making the offer to consummate the transaction and that would result in a transaction more favorable to the Company's stockholders (solely in their capacity as such) from a financial point of view than the transaction contemplated by this Agreement.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Compete": "(iii) which will materially limit ability of the Company to compete in any line of business or geographic area or make use of any material Intellectual Property Rights owned by the Company;", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Exclusivity": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees": "(iii) hire new employees, other than at positions with annual salary and benefits costs of not more than [\u2026***\u2026] or positions listed on Schedule 4.01(b) hereto;", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement": "provided, that such logos, trademarks and trade names are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company;", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience": "Any Party desiring to terminate this Agreement pursuant to Section 6.01 shall give written notice of such termination to the other Party to this Agreement.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn": "The Offer shall be open for acceptance from the time of commencement until a time that is not earlier than 3:30 p.m. (Tokyo time) on the 30t h Japan Business Day from and including the Launch Date (as adjusted pursuant to Section 2.02(f) below, the \"Offer Period\").", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Change Of Control": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company;", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment": "No Party shall assign or transfer or purport to assign or transfer (whether by operation of Law or otherwise) any of its rights, interests or obligations hereunder without the prior written consent of the other Party; provided, that Acquiror may assign this Agreement and its rights and interests herein without any such consent as collateral to the Lenders in connection with the Financing.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing": "(ix) which requires the Company or any successor or acquiror of the Company to make any payment to another Person as a result of a change of control of the Company; (x) with any Affiliate, director, executive officer, any holder of 5% or more of the outstanding shares of Common Stock or immediate family members (other than Contracts for stock options); or which, either as a single Contract or series of related or affiliated Contracts or work orders, constituted one of the 20 largest Contracts of the Company on the basis of revenues generated in the most recent fiscal year.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__License Grant": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Audit Rights": "(b) promptly provide Acquiror copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, as Acquiror may reasonably request; provided, however, that any such access shall be conducted at Acquiror's expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company.", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability": "The Indemnifying Party's liability for all claims made under this Agreement shall be subject to the following limitations: (i) the Indemnifying Party shall [\u2026***\u2026] for such claims until the [\u2026***\u2026] of the [\u2026***\u2026] shall [\u2026***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026], in which case the Indemnifying Party shall be liable only for the [\u2026***\u2026] of the [\u2026 ***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026], and (ii) the Indemnifying Party's [\u2026***\u2026] for [\u2026 ***\u2026] shall not [\u2026***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026].", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability": "The Indemnifying Party's liability for all claims made under this Agreement shall be subject to the following limitations: (i) the Indemnifying Party shall [\u2026***\u2026] for such claims until the [\u2026***\u2026] of the [\u2026***\u2026] shall [\u2026***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026], in which case the Indemnifying Party shall be liable only for the [\u2026***\u2026] of the [\u2026 ***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026], and (ii) the Indemnifying Party's [\u2026***\u2026] for [\u2026 ***\u2026] shall not [\u2026***\u2026] of the [\u2026***\u2026] by the [\u2026***\u2026] of all of the [\u2026***\u2026] and [\u2026***\u2026] of [\u2026***\u2026].", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Insurance": "", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue": "Notwithstanding anything herein to the contrary, the Company hereby waives any rights or claims against Jefferies, each lead arranger and each other agent or co-agent (if any) with respect to the Financing, the Lenders, or any affiliate thereof and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, a \"Financing Party\") in connection with this Agreement, the Financing or the Financing Commitment, whether at law or equity, in contract, in tort or otherwise, and the Company agrees not to commence (and if commenced agrees to dismiss or otherwise terminate) any Action against any Financing Party in connection with this Agreement or the transactions contemplated hereby (including any action relating to the Financing or the Financing Commitment).", "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary": "It is expressly agreed by the Parties that the Lenders shall be third party beneficiaries of Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, Section 8.05 and this Section 8.13.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Document Name": "GAS TRANSPORTATION AGREEMENT", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Parties": "LOUISVILLE GAS AND ELECTRIC COMPANY,", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Agreement Date": "1st day of November, 2002,", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Effective Date": "1st day of November, 2002,", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Expiration Date": "This contract shall be effective as of November 1, 2002, and shall remain in force and effect, unless modified as per Exhibit B, until October 31, 2012.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Renewal Term": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Notice Period To Terminate Renewal": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Governing Law": "THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Most Favored Nation": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Non-Compete": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Exclusivity": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__No-Solicit Of Customers": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Competitive Restriction Exception": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__No-Solicit Of Employees": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Non-Disparagement": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Termination For Convenience": "Notwithstanding the foregoing, if at any time Tennessee terminates the July 8, 2002, Negotiated Rate Agreement between Tennessee and Shipper for any reason, Shipper shall have the unilateral right to notify Tennessee of its intent to terminate this Agreement effective sixty days after the referenced Negotiated Rate Agreement terminates.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Rofr/Rofo/Rofn": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Change Of Control": "Any person which shall succeed by purchase, merger, or consolidation to the properties, substantially as an entirety, of either Party hereto shall be entitled to the rights and shall be subject to the obligations of its predecessor in interest under this Agreement.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Anti-Assignment": "Otherwise, Shipper shall not assign this Agreement or any of its rights hereunder, except in accord with Article III, Section 11 of the General Terms and Conditions of Transporter's FERC Gas Tariff.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Revenue/Profit Sharing": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Price Restrictions": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Minimum Commitment": "Transporter shall be obligated to provide such minimum pressures only to the extent that capacity is reserved by Shipper and scheduled by Transporter at the Primary Delivery Point(s) described above.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Volume Restriction": "TRANSPORTATION QUANTITY - shall mean the maximum daily quantity of gas which Transporter agrees to receive and transport on a firm basis, subject to Article II herein, for the account of Shipper hereunder on each day during each year during the term hereof, which shall be 51,000 dekatherms.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Ip Ownership Assignment": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Joint Ip Ownership": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__License Grant": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Non-Transferable License": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Affiliate License-Licensor": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Affiliate License-Licensee": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Irrevocable Or Perpetual License": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Source Code Escrow": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Post-Termination Services": "Any portions of this Agreement necessary to resolve or cash out imbalances under this Agreement as required by the General Terms and Conditions of Transporter's Tariff shall survive the other parts of this Agreement until such time as such balancing has been accomplished; provided, however, that Transporter notifies Shipper of such imbalance not later than twelve months after the termination of this Agreement.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Audit Rights": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Uncapped Liability": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Cap On Liability": "Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s) 1 described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Liquidated Damages": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Warranty Duration": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Insurance": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Covenant Not To Sue": "", "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Third Party Beneficiary": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Document Name": "AGENCY AGREEMENT", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Parties": "Capital Resources, Inc. 1701 K Street, N.W. Suite 700 Washington, D.C. 20006 Ladies and Gentlemen: AFSALA Bancorp, Inc. (the \"Company\") and Amsterdam Federal Savings and Loan Association,", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Agreement Date": "____________, 1996", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Effective Date": "____________, 1996", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Expiration Date": "The obligations of Capital Resources pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Association or upon termination of the Subscription and Public Offerings, or if the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, but in no event later than 45 days after the completion of the Subscription and Public Offerings (the \"End Date\").", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Renewal Term": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the -2- Association and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Notice Period To Terminate Renewal": "In the event the Subscription and Public Offerings are extended beyond the End Date, the Company, the -2- Association and Capital Resources may mutually agree to renew this Agreement under mutually acceptable terms.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Governing Law": "This Agreement shall be construed in accordance with the laws of the District of Columbia.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Most Favored Nation": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Non-Compete": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Exclusivity": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__No-Solicit Of Customers": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Competitive Restriction Exception": "It is acknowledged that the purchase of Shares in the Subscription and Public Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__No-Solicit Of Employees": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Non-Disparagement": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Termination For Convenience": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Rofr/Rofo/Rofn": "Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a public offering (the \"Public Offering,\" and when referred to together with the Subscription Offering, the \"Subscription and Public Offerings\") conducted after the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to the general public (all such offerees being referred to in the aggregate as \"Eligible Offerees\").", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Change Of Control": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Anti-Assignment": "Capital Resources may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Revenue/Profit Sharing": "Capital Resources shall receive the following compensation for its services hereunder:", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Price Restrictions": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Minimum Commitment": "In the event the Company is unable to sell a minimum of 935,000 Shares within the period herein provided, this Agreement shall terminate, and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Offering Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Volume Restriction": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Ip Ownership Assignment": "Upon the issuance of the Shares, good title to the Shares will be transferred from the Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third party claimants.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Joint Ip Ownership": "The Company and the Association hereby jointly and severally covenant with Capital Resources as follows:", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__License Grant": "connection with the sale of the Shares by Capital Resources.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Non-Transferable License": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Affiliate License-Licensor": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Affiliate License-Licensee": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Irrevocable Or Perpetual License": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Source Code Escrow": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Post-Termination Services": "In the event the closing does not occur, the Conversion is terminated or otherwise abandoned, or the terms of the Conversion are substantially amended so as to materially and adversely change the role of Capital Resources, Capital Resources shall be reimbursed for all reasonable legal fees and out-of-pocket expenses for rendering financial advice to the Association concerning the structure of the Conversion, preparing a market and financial analysis, performing due diligence and assisting in the preparation of the Application for Conversion and the Registration Statement, which shall be paid upon such termination, abandonment or amendment or within five days of such event.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Audit Rights": "During the period during which the Company's common stock is registered under the 1934 Act or for three years from the date hereof, whichever period is greater, the Company will furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders' equity and changes in financial position or cash flow statement of the Company as at the end of and for such year, certified by independent public accountants and prepared in accordance with Regulation S-X under the 1934 Act).", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Uncapped Liability": "It is expressly agreed that Capital Resources shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to Capital Resources under this Agreement.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Cap On Liability": "It is expressly agreed that Capital Resources shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to Capital Resources under this Agreement.", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Liquidated Damages": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Warranty Duration": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Insurance": "The Association is a member of the FHLBNY, and the deposit accounts of the Association are insured by the FDIC up to the maximum amount allowed under law and to the best of such counsel's knowledge no proceedings for the termination or revocation of such insurance are pending or threatened;", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Covenant Not To Sue": "", "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Third Party Beneficiary": "The respective indemnities of the Company, the Association and Capital Resources and the representations and warranties and other statements of the Company and the Association set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of Capital Resources, the Company, the Association or any indemnified person referred to in Section 9 hereof, and shall survive the issuance of the Shares, and any legal representative, successor or assign of Capital Resources, the Association, and any such indemnified person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Document Name": "PROMOTION AGREEMENT", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Parties": "SIGA and MMT are sometimes referred to individually as a \"Party\" and collectively as the \"Parties\".", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Agreement Date": "May 31, 2019", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Effective Date": "May 31, 2019", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Expiration Date": "This Agreement becomes effective on the Effective Date and, unless earlier terminated as provided in this ARTICLE 11, shall continue until the five (5) year anniversary of the Effective Date (the \"Initial Term\").", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Renewal Term": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Notice Period To Terminate Renewal": "This Agreement shall be automatically renewed for successive three (3) year terms thereafter (each a \"Renewal Term\" and together with the Initial Term, the \"Term\") until and unless (i) either Party provides the other Party written notice of non-renewal no later than ninety (90) days prior the end of the Initial Term or any Renewal Term or (ii) earlier terminated as provided in this ARTICLE 11.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Governing Law": "This Agreement and all disputes arising out of or related to this Agreement or any breach hereof are governed by and construed under the Laws of the State of New York, without giving effect to any choice of law principles that would require the application of the Laws of a different state.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Most Favored Nation": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Non-Compete": "During the Term, MMT shall not Commercialize in any manner any Competing Product in the Field in any country in the Territory; provided, however, the Parties hereby acknowledge that the restrictions set forth in this Section 2.3 shall not apply to any Affiliates of MMT (including Pfizer).", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Exclusivity": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory. The license granted by SIGA to MMT under this Section 2.1(a) will be exclusive even as to SIGA with respect to rights to Promote the Product in the Field in the Territory, except as set forth in Section 2.4 below.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__No-Solicit Of Customers": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Competitive Restriction Exception": "Except as otherwise set forth in Section 2.3 with respect to Competing Products, nothing in this Agreement shall limit or restrict the right of MMT or its Affiliates to develop, make regulatory filings, obtain regulatory approvals with respect to, or to Commercialize any product that is not the Product or, with respect to MMT only, a Competing Product or to engage in any business or other activity.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__No-Solicit Of Employees": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Non-Disparagement": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Termination For Convenience": "Notwithstanding any other provision of this Agreement, MMT may at any time terminate this Agreement on country-by-country basis, or in its entirety, upon [***] months' prior written notice to SIGA.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Rofr/Rofo/Rofn": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Change Of Control": "\"Change of Control\" means, with respect to either Party, [***].", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Anti-Assignment": "Any assignment or attempted assignment by either Party in violation of the terms of this Section 13.5 is null, void and of no legal effect.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Revenue/Profit Sharing": "In consideration for the services provided by MMT hereunder, commencing with the First Commercial Sale of the Product in the Territory, MMT shall be entitled to retain a fee (the \"Promotion Fee\") of: (i) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year are equal to or below [***]; and (ii) [***] of the Yearly Collected Revenue of the Product in the Territory in each Calendar Year during the Term if the aggregate Net Product Sales Amounts for such Calendar Year exceed [***].", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Price Restrictions": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Minimum Commitment": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Volume Restriction": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Ip Ownership Assignment": "The inventors named in the SIGA Patents are, to SIGA's knowledge, all of the true inventors for such SIGA Patents and each of such inventors has assigned to SIGA or its Affiliates all of his or her right, title and interest to such SIGA Patents and the inventions described therein;", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Joint Ip Ownership": "The SIGA Patents listed on Schedule 1 are the only patents and patent applications relating to the Product in the Field in the Territory which SIGA has an interest either alone or jointly with any Third Party, and (ii) SIGA does not have knowledge of any information which leads it to believe that any issued patents included in the SIGA Patents are invalid or unenforceable;", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__License Grant": "Subject to the terms and conditions of this Agreement, SIGA hereby grants to MMT an exclusive right and license, with the right to grant sublicenses as permitted under Section 2.1(b), under the SIGA Intellectual Property solely to Promote the Product in the Field in the Territory.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Non-Transferable License": "No Third Party has the right to sublicense any SIGA Patent or SIGA Trademark without the express written consent of SIGA, which consent will be withheld if in any way it conflicts with this Agreement.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Affiliate License-Licensor": "Schedule 1 sets forth a true and complete list of all SIGA Patents owned or otherwise Controlled by SIGA or its Affiliates that relate to the Product or its Manufacture or use, including in the case of SIGA Patents that are licensed to SIGA, the name of the owner(s) and licensor(s) and the agreement(s) providing SIGA with Control.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Affiliate License-Licensee": "Except for the subcontractors appointed by MMT as of the Effective Date as listed on Exhibit A attached hereto, MMT may not grant sublicenses of the rights and licenses granted to it in Section 2.1(a) to any Affiliate (including Pfizer or any Affiliate of Pfizer) or Third Party without the prior written approval of SIGA (such approval not to be unreasonably withheld).", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Unlimited/All-You-Can-Eat-License": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Irrevocable Or Perpetual License": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Source Code Escrow": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Post-Termination Services": "Promoter will maintain a record of each Safety Report received, including relevant source documents, and a record of each Safety Report reported to SIGA for a minimum period of ten (10) years after the expiration or termination of this Agreement and, if requested, will provide these and any other information requested by SIGA.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Audit Rights": "SIGA may have an independent top four certified public accountant, reasonably acceptable to MMT (\"SIGA's Auditor\"), have access during normal business hours, and upon [***] Business Days' prior written notice, to examine only those records of MMT (and its Affiliates and sublicensees) as may be reasonably necessary to determine, with respect to any Calendar Year ending not more than [***] before SIGA's request, the correctness or completeness of any report or payment made under this Agreement; provided, however, MMT shall not be required to provide, and neither SIGA nor SIGA's Auditor shall be entitled to review, the tax returns or tax records of MMT or those of its Affiliates and sublicensees.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Uncapped Liability": "EXCEPT (I) IN THE EVENT OF THE FRAUD OF A PARTY OR OF A PARTY'S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 7 (INTELLECTUAL PROPERTY) OR ARTICLE 10 (CONFIDENTIALITY), OR (II) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 9, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, [***].", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Cap On Liability": "EXCEPT (I) IN THE EVENT OF THE FRAUD OF A PARTY OR OF A PARTY'S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 7 (INTELLECTUAL PROPERTY) OR ARTICLE 10 (CONFIDENTIALITY), OR (II) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 9, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, [***].", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Liquidated Damages": "EXCEPT (I) IN THE EVENT OF THE FRAUD OF A PARTY OR OF A PARTY'S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 7 (INTELLECTUAL PROPERTY) OR ARTICLE 10 (CONFIDENTIALITY), OR (II) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 9, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR SUBLICENSEES SHALL BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE, EXEMPLARY OR SPECULATIVE DAMAGES OR OTHER DAMAGES THAT ARE NOT PROBABLE AND REASONABLY FORESEEABLE AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE; PROVIDED, FOR CLARITY, [***].", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Warranty Duration": "", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Insurance": "MMT and SIGA shall each, at their sole cost and expense, procure and maintain (a) commercial general liability insurance in amounts not less than $[***] per incident and $[***] annual aggregate, and (c) product liability insurance in amounts not less than $[***] annual aggregate, and each naming the other Party as additional insured.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Covenant Not To Sue": "THE PARTIES EXPRESSLY WAIVE AND FOREGO, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.", "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Third Party Beneficiary": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Document Name": "COOPERATION AGREEMENT", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Parties": "GINARES GROUP AG", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Agreement Date": "5th day of January, 2015", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Effective Date": "5th day of January, 2015", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Expiration Date": "The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Renewal Term": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Governing Law": "This Agreement and its application and interpretation will be governed exclusively by its terms and the laws of the State of Nevada (USA), and excluding any conflicts of law provisions which would require the application of any law other than Nevada.", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Most Favored Nation": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Non-Compete": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Exclusivity": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__No-Solicit Of Customers": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Competitive Restriction Exception": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__No-Solicit Of Employees": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Non-Disparagement": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Termination For Convenience": "The Parties may terminate its performance of related obligations under this Agreement within thirty (30) days of receipt by the Party of written termination notice.", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Change Of Control": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Anti-Assignment": "The rights and obligations provided by this Agreement shall not be assignable by any Party.", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Revenue/Profit Sharing": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Price Restrictions": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Minimum Commitment": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Volume Restriction": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Ip Ownership Assignment": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Joint Ip Ownership": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__License Grant": "", "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION 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AGREE-SERVICES AGREEMENT_POWEROF__Revenue/Profit Sharing": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Price Restrictions": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Minimum Commitment": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Volume Restriction": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Ip Ownership Assignment": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Joint Ip Ownership": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__License Grant": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Non-Transferable License": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Affiliate License-Licensor": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Affiliate License-Licensee": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Unlimited/All-You-Can-Eat-License": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Irrevocable Or Perpetual License": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Source Code Escrow": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Post-Termination Services": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Audit Rights": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Uncapped Liability": "Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Cap On Liability": "Liability for or recourse under or upon any undertaking of FASC pursuant to the power or authority granted to FASC under this Limited Power of Attorney under any rule of law, statute or constitution or by the enforcement of any assessment or penalty or by legal or equitable proceedings or otherwise shall be limited only to the assets of the Fund on whose behalf FASC was acting pursuant to the authority granted hereunder.", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Liquidated Damages": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Warranty Duration": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Insurance": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Covenant Not To Sue": "", "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Third Party Beneficiary": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Document Name": "CORPORATE SPONSORSHIP AGREEMENT", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Parties": "Torvec Inc..,", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Agreement Date": "May 18, 2010,", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Effective Date": "May 18, 2010,", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Expiration Date": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Renewal Term": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Notice Period To Terminate Renewal": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Governing Law": "This Agreement is to be governed and construed according to the laws of the State of New York without regard to conflicts of law.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Most Favored Nation": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Non-Compete": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Exclusivity": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__No-Solicit Of Customers": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Competitive Restriction Exception": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__No-Solicit Of Employees": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Non-Disparagement": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Termination For Convenience": "Notwithstanding the above, Torvec may, in its sole discretion, cancel its participation in any of the above-referenced events by notifying Vendor of such cancellation not later than two weeks prior to the due date(s) for payment hereunder.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Rofr/Rofo/Rofn": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Change Of Control": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Anti-Assignment": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Revenue/Profit Sharing": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Price Restrictions": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Minimum Commitment": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Volume Restriction": "Torvec will provide to Vendor the use of up to 2 Differential units to be used in the T-1 C5 Corvette for testing, evaluation and racing purposes..", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Ip Ownership Assignment": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Joint Ip Ownership": "This Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__License Grant": "Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Non-Transferable License": "Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Affiliate License-Licensor": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Affiliate License-Licensee": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Irrevocable Or Perpetual License": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Source Code Escrow": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Post-Termination Services": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Audit Rights": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Uncapped Liability": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Cap On Liability": "Upon termination of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARE RELATED TO THE AGREEMENT OR ITS BREACH.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Liquidated Damages": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Warranty Duration": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Insurance": "Vendor shall maintain insurance for not less than the following limits and coverage with duly licensed insurance companies having an A.M. Best rating of A-, X or better.", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Covenant Not To Sue": "", "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Third Party Beneficiary": "During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Document Name": "ENDORSEMENT AGREEMENT", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Parties": "(\"NFLA-NC\"),", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Agreement Date": "October 30, 2017,", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Effective Date": "October 30, 2017,", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Expiration Date": "\"Contract Period\" shall mean that period of time of three (3) years commencing on November 1st, 2017 and concluding November 2nd, 2020, unless terminated sooner or extended as provided in this Agreement.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Renewal Term": "Due to long product development lead times, Company and NFLA-NC agree to begin discussions for the renewal of this Agreement by no later than June 1st, 2020.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Notice Period To Terminate Renewal": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Governing Law": "This Agreement shall be governed by, and its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Most Favored Nation": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Non-Compete": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Exclusivity": "NFLA agrees not to grant the right to use the NFLAs Identification to anyone other than Company in connection with the advertisement and promotion of Products.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__No-Solicit Of Customers": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Competitive Restriction Exception": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__No-Solicit Of Employees": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Non-Disparagement": "Except as provided in paragraph B of this SECTION TEN, from and after the termination of the Contract Period, all of the rights of Company to the use of the name of the NFLA shall cease absolutely and Company subsequently shall not use or refer to the NFLA in advertising or promotion in any manner whatsoever.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Termination For Convenience": "Any termination pursuant to this section shall become effective on the business day next following the date of receipt by NFLA of Company's written notice to so terminate.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Rofr/Rofo/Rofn": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Change Of Control": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Anti-Assignment": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Revenue/Profit Sharing": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Price Restrictions": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Minimum Commitment": "NFLA agrees to promote Company and Company's products to NFLA database by: 1. E-blasts: NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Volume Restriction": "Each day shall not exceed a reasonable number of hours unless otherwise mutually agreed upon.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Ip Ownership Assignment": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Joint Ip Ownership": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__License Grant": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Non-Transferable License": "Company will not sublicense pass-through or otherwise grant to any third parties the rights granted to Company hereunder without the NFLA prior written consent, including but not limited to the right to use the Licensed Marks.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Affiliate License-Licensor": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Affiliate License-Licensee": "In consideration of the remuneration to be paid to the NFLA-NC pursuant to this Agreement, the NFLA grants to Company and to its authorized distributors and sublicenses the right and license during the Contract Period to use the NFLA Identification solely in connection with the advertisement, marketing and promotion of the Products within the Contract Territory as set forth in this Agreement.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Irrevocable Or Perpetual License": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Source Code Escrow": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Post-Termination Services": "Company may liquidate and sell its inventory of Licensed Products (including any inventory then in production) for a period of ninety (90) days after the termination date of the Contract Period, subject to the Company's continued obligation to pay the Fee as provided above, and will deliver the Sales Report with respect to such liquidation sales within 30 days following the end of the first reached full quarter following termination.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Audit Rights": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Uncapped Liability": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Cap On Liability": "Notwithstanding anything to the contrary in this Agreement, if Company incurs any expenses, damages or other liabilities (including but not limited to reasonable attorney's fees) in connection with the performance or nonperformance of any term or provision of this Agreement, NFLA's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to NFLA by Company.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Liquidated Damages": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Warranty Duration": "", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Insurance": "Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Covenant Not To Sue": "Company agrees that it will not file, during the Contract Period or afterward, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the NFLA Identification or any mark, design or logo intended to obtain any rights to the name of the NFLA or to identify products as being endorsed b the NFLA.", "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Third Party Beneficiary": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Document Name": "ENDORSEMENT AGREEMENT", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Parties": "SQUARE TWO GOLF INC., a New Jersey corporation (the \"Company\"), and KATHY WHITWORTH,", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Agreement Date": "13th day of October, 1999", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Effective Date": "13th day of October, 1999", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Expiration Date": "The term of this Agreement shall begin on January 1, 2000 and continue for an initial period of five (5) years unless earlier terminated in accordance with Section 7 hereof, and may be renewed under Section 8 hereof (the initial period plus any renewal period, the \"Term\").", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Renewal Term": "The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Notice Period To Terminate Renewal": "The Company may renew this Agreement on the same terms and conditions for one (1) additional five year period that shall begin on January 1, 2005 and end on December 31, 2009, by providing a written notice of its intent to effect such renewal to the Professional by November 30, 2004.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Governing Law": "The validity, interpretation, construction and performance of this Agreement shall be governed in accordance with the laws of the State of New Jersey without giving effect to the principles of conflicts of laws of such state.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Most Favored Nation": "The Professional acknowledges that she will have a right, pursuant to and under the", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Non-Compete": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of the Company, and not to acquire any such interest during the Term.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Exclusivity": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__No-Solicit Of Customers": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Competitive Restriction Exception": "conditions described in Section 4.2 above, to receive a specified royalty for inventory on hand at the expiration of the initial term, and accordingly hereby grants to the Company the right to fill any orders for, assemble components of, market, advertise, promote and sell any inventory of Products in its inventory existing at the expiration or termination of this Agreement, for a period not to exceed two (2) years after such expiration or termination of the original term.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__No-Solicit Of Employees": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Non-Disparagement": "The Professional shall at all times during the Term refrain from:", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Termination For Convenience": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Rofr/Rofo/Rofn": "If the Company elects to create and market the Products, the Company will grant to the Professional options to purchase shares of the Company's capital stock (\"Options\"), as provided in this paragraph.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Change Of Control": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of the Company, and not to acquire any such interest during the Term.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Anti-Assignment": "This Agreement is not assignable by the Professional but is assignable by the Company to any affiliate or successor entity. Any attempted assignment by the Professional without the prior written consent of the Company shall be void.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Revenue/Profit Sharing": "If the Company elects to create and market the Products, the Company will pay to the Professional a \"Royalty Fee\" on the sales of Products during the Term, except as provided in the following sentence, of two percent (2%) of the \"Royalty Base,\" which Royalty Base shall be calculated as the wholesale selling price of all Products for which the Company actually receives the proceeds of such net of returns, allowances, discounts, shipping, taxes, insurance and credits.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Price Restrictions": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Minimum Commitment": "The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products, including but not limited to market consultations, each of which shall include meeting with the Company executives to assist in the design, development, marketing and promotion of the Company's products.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Volume Restriction": "The Professional agrees to serve as a professional golf instructor during up to ten (10) golf clinics hosted by the Company per calendar year at locations within the United States to be determined by the Company.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Ip Ownership Assignment": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Joint Ip Ownership": "Recipient further acknowledges and agrees that all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, photos, video tapes, electronic images, documentation, trademarks and copyrights (the \"Intellectual Property\"), that may be developed, conceived, or made by Recipient, alone or jointly with others during her work for the Company, shall be the exclusive property of the Company and shall be deemed a work for hire.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__License Grant": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Non-Transferable License": "Any attempt to assign, transfer or alienate the Options without the prior written consent of the Company shall be void.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Affiliate License-Licensor": "The Professional hereby grants to the Company the worldwide right during the Term and for a period of six (6) months after the Term as provided in Section 2.8 to use, reproduce, print, publish, distribute, broadcast, modify, edit, condense, or expand any materials containing her name, image, likeness or personal identification that are created hereunder.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Affiliate License-Licensee": "The Professional hereby grants an exclusive, worldwide license to the Company to use the name, likeness, image and personal identification of the Professional, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in connection with the creation, manufacture, marketing, sale and promotion of the Products.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Irrevocable Or Perpetual License": "The Professional agrees that the Company shall own all such materials and all intellectual property rights&bbsp;therein for use in perpetuity in any media now known or hereafter devised or developed, including but not limited to the internet.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Source Code Escrow": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Post-Termination Services": "However, the Company will have the right to dispose of its inventory of Products existing at the time of termination or expiration of this Agreement and the right to use the name, likeness, image and personal identification of the Professional in connection with the disposition of such inventory.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Audit Rights": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Uncapped Liability": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Cap On Liability": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Liquidated Damages": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Warranty Duration": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Insurance": "The Professional agrees to maintain at all times during the Term such insurance, including without limitation, health insurance, workers' compensation, automobile and general comprehensive liability coverage, as will protect and hold harmless the Company from any claims, losses, damages, costs, expenses or liability arising out of the Services performed under this Agreement. The Company may require the Professional to provide insurance certificates evidencing the same.", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Covenant Not To Sue": "", "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Third Party Beneficiary": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Document Name": "ZEBRA\u00ae PARTNERCONNECT PROGRAM ADDENDUM TO ZEBRA\u00ae PARTNERCONNECT DISTRIBUTOR AGREEMENT", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Parties": "ScanSource, Inc.,", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Agreement Date": "4th day of February 2019", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Effective Date": "4th day of February 2019", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Expiration Date": "The Addendum shall not have an Initial Period.", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Renewal Term": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Notice Period To Terminate Renewal": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Governing Law": "The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Most Favored Nation": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Non-Compete": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Exclusivity": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__No-Solicit Of Customers": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Competitive Restriction Exception": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__No-Solicit Of Employees": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Non-Disparagement": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Termination For Convenience": "This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement.", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Rofr/Rofo/Rofn": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Change Of Control": "Zebra has recently completed the acquisition of Xplore, which transaction closed on August 14, 2018;", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Anti-Assignment": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Revenue/Profit Sharing": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Price Restrictions": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Minimum Commitment": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Volume Restriction": "If inventory levels fall below the thirty (30) day goal for more than sixty (60) consecutive days, Xplore, upon written notice to Distributor, shall replenish the stock to an amount agreed by both Parties.", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Ip Ownership Assignment": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Joint Ip Ownership": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__License Grant": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Non-Transferable License": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor 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"ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Warranty Duration": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Insurance": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Covenant Not To Sue": "", "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Third Party Beneficiary": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Document Name": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Parties": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Agreement Date": "______ day of ______________, 2015.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Effective Date": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Expiration Date": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Renewal Term": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Notice Period To Terminate Renewal": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Governing Law": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Most Favored Nation": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Non-Compete": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Exclusivity": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__No-Solicit Of Customers": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Competitive Restriction Exception": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__No-Solicit Of Employees": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Non-Disparagement": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Termination For Convenience": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Rofr/Rofo/Rofn": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Change Of Control": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Anti-Assignment": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Revenue/Profit Sharing": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Price Restrictions": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Minimum Commitment": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Volume Restriction": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Ip Ownership Assignment": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Joint Ip Ownership": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__License Grant": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Non-Transferable License": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Affiliate License-Licensor": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Affiliate License-Licensee": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Unlimited/All-You-Can-Eat-License": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Irrevocable Or Perpetual License": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Source Code Escrow": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Post-Termination Services": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Audit Rights": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Uncapped Liability": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Cap On Liability": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Liquidated Damages": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Warranty Duration": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Insurance": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Covenant Not To Sue": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Third Party Beneficiary": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Document Name": "VISP WEB SITE BUILDING AND HOSTING AGREEMENT", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Parties": "YourNetPlus.com, Inc.,", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Agreement Date": "12th day of May 2003", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Effective Date": "12th day of May 2003", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Expiration Date": "This agreement shall be for a term of five years from the date of this document.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Renewal Term": "This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Notice Period To Terminate Renewal": "This agreement shall renew automatically each year thereafter, unless either party serves written notice of its intention not to renew, on the other at least 90 days prior to the expiration of the then current term of this agreement.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Governing Law": "All questions regarding the validity, interpretation, performance and enforcement of the provisions of this Agreement shall be governed by the laws of the state of New York.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Most Favored Nation": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Non-Compete": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Exclusivity": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__No-Solicit Of Customers": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Competitive Restriction Exception": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__No-Solicit Of Employees": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Non-Disparagement": "KCI, its officers, directors, employees and any authorized sub-licensee will (I) conduct their business in an honest, professional and ethical manner and (ii) not commit any action or omission to act which could adversely affect PROVIDER, its name, reputation or ability to conduct its business.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Termination For Convenience": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Rofr/Rofo/Rofn": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Change Of Control": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Anti-Assignment": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Revenue/Profit Sharing": "Seven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Price Restrictions": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Minimum Commitment": "If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Volume Restriction": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Ip Ownership Assignment": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Joint Ip Ownership": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__License Grant": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Non-Transferable License": "This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, that no rights or obligations hereunder, including but not limited to Licensee's Subscriber accounts, shall be assigned or transferred, in whole or in part, by either of the parties hereto to any person, firm or corporation without prior written consent by the other party, which consent shall not be unreasonably withheld or delayed.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Affiliate License-Licensor": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Affiliate License-Licensee": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Irrevocable Or Perpetual License": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Source Code Escrow": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Post-Termination Services": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Audit Rights": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Uncapped Liability": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Cap On Liability": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Liquidated Damages": "In the event the Company fails to have its attorney issue the required opinion letter within 20 days of a written request from YourNetPlus.com or its nominee, the Company shall be liable for liquidated damages in the amount of 10% interest per 30 days on the value of the shares based on the closing bid price of the Company's common stock on the 20th business day following the date it receives written notice from YourNetPlus.com or their nominee.", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Warranty Duration": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Insurance": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Covenant Not To Sue": "", "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Third Party Beneficiary": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Document Name": "JOINT FILING AGREEMENT", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Parties": "Clarus IV-A, L.P.,", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Agreement Date": "14t h day of February 2020.", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Effective Date": "14t h day of February 2020.", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Expiration Date": "This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Renewal Term": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Governing Law": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Most Favored Nation": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Non-Compete": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Exclusivity": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__No-Solicit Of Customers": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Competitive Restriction Exception": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__No-Solicit Of Employees": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Non-Disparagement": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Termination For Convenience": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Change Of Control": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Anti-Assignment": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Revenue/Profit Sharing": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Price Restrictions": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Minimum Commitment": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Volume Restriction": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Ip Ownership Assignment": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Joint Ip Ownership": "Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the \"Exchange Act\") the undersigned hereby agree to the joint filing of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P., Clarus IV-D, L.P., Clarus IV GP, L.P., Blackstone Clarus GP L.P., Blackstone Clarus GP L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., The Blackstone Group Inc., Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Galera Therapeutics, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto.", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__License Grant": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Non-Transferable License": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Affiliate License-Licensor": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Affiliate License-Licensee": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Source Code Escrow": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Post-Termination Services": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Audit Rights": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Uncapped Liability": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Cap On Liability": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Liquidated Damages": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Warranty Duration": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Insurance": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Covenant Not To Sue": "", "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Third Party Beneficiary": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Document Name": "AMENDED AND RESTATED REMARKETING AGREEMENT", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Parties": "RGA Capital Trust I,", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Agreement Date": "February 15, 2011", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Effective Date": "February 15, 2011", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Expiration Date": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Renewal Term": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Notice Period To Terminate Renewal": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Governing Law": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Most Favored Nation": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Non-Compete": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Exclusivity": "The Company and the Trust (together, the \"Issuers\") hereby appoint Barclays as exclusive remarketing agent (the \"Remarketing Agent\"), and Barclays hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketing Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__No-Solicit Of Customers": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Competitive Restriction Exception": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__No-Solicit Of Employees": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Non-Disparagement": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Termination For Convenience": "This Agreement shall terminate (i) the Business Day immediately following the Remarketing Settlement Date, (ii) at 5:00 p.m., New York City time, on the last date of the Remarketing if the Remarketing is not successful or (iii) on the effective date of the resignation or removal of the Remarketing Agent and the appointment of a new Remarketing Agent.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Rofr/Rofo/Rofn": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Change Of Control": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Anti-Assignment": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Revenue/Profit Sharing": "If there has been a successful Remarketing, the Company shall pay to the Remarketing Agent for the performance of its services as Remarketing Agent hereunder on the Remarketing Settlement Date, by wire transfer to an account designated by the Remarketing Agent, a fee in an amount equal to 25 basis points (0.25%) of the Accreted Value of the Remarketed Securities.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Price Restrictions": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Minimum Commitment": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to: (i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or (ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Volume Restriction": "In addition, the Company and the Trust granted to the Underwriters an option (the \"Option\") to purchase up to an additional 675,000 Units (the \"Option Units\" and, together with the Firm Units, the \"Units\").", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Ip Ownership Assignment": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Joint Ip Ownership": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__License Grant": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Non-Transferable License": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Affiliate License-Licensor": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Affiliate License-Licensee": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Irrevocable Or Perpetual License": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Source Code Escrow": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Post-Termination Services": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Audit Rights": "Deloitte & Touche LLP (\"Deloitte & Touche\"), who has issued an unqualified opinion on the financial statements and supporting schedules included or incorporated by reference in each of the Time of Sale Prospectus and the Prospectus (other than the financial information for the quarterly periods or the year ended and as of December 31, 2010) and has audited the Company's internal control over financial reporting and management's assessment thereof, is an independent registered public accounting firm as required by the Securities Act.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Uncapped Liability": "Notwithstanding the provisions of this Section 7(d), the Remarketing Agent shall not be required to contribute any amount in excess of the total price at which Remarketing Securities distributed in the Remarketing exceed the amount of any damages which the Remarketing Agent has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Cap On Liability": "Notwithstanding the provisions of this Section 7(d), the Remarketing Agent shall not be required to contribute any amount in excess of the total price at which Remarketing Securities distributed in the Remarketing exceed the amount of any damages which the Remarketing Agent has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Liquidated Damages": "Notwithstanding the provisions of this Section 7(d), the Remarketing Agent shall not be required to contribute any amount in excess of the total price at which Remarketing Securities distributed in the Remarketing exceed the amount of any damages which the Remarketing Agent has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Warranty Duration": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Insurance": "The Company and each of its subsidiaries maintains insurance covering their properties, personnel and business.", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Covenant Not To Sue": "", "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT__Third Party Beneficiary": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Document Name": "CO-BRANDING AGREEMENT", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Parties": "VerticalNet,", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Agreement Date": "September 30, 1999", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Effective Date": "September 30, 1999", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Expiration Date": "Initial Term shall mean the Effective Date through the day prior to the fourth anniversary of the Effective Date, unless earlier terminated pursuant to Section 8.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Renewal Term": "This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a \"Renewal Term\"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Notice Period To Terminate Renewal": "This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a \"Renewal Term\"), unless either party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Governing Law": "This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Most Favored Nation": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Non-Compete": "During the Term, VerticalNet shall not (a) act as an advertising agent or representative for any PaperExchange Competitor and (b) place any advertisements on Pulp and Paper Online from any PaperExchange Competitor.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Exclusivity": "PaperExchange hereby grants VerticalNet an exclusive license to use, modify, enhance, reproduce, display, perform and transmit the PaperExchange Content, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__No-Solicit Of Customers": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Competitive Restriction Exception": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__No-Solicit Of Employees": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Non-Disparagement": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Termination For Convenience": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Rofr/Rofo/Rofn": "VerticalNet shall provide notice to the Director of Online Marketing of PaperExchange of each advertiser that agrees to place an advertisement on a PaperExchange Site on the terms and conditions contained in the then current PaperExchange Advertising Policies. PaperExchange shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision. If, at the end of such three-day period, PaperExchange has not responded to such notice, PaperExchange shall be deemed to have accepted such advertiser.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Change Of Control": "Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Anti-Assignment": "Except as otherwise set forth herein, neither party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld at the other party's reasonable business discretion; provided, however, that either party may transfer this Agreement without prior written consent of the other party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such party.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Revenue/Profit Sharing": "PaperExchange shall pay to VerticalNet a commission of ***** of the Net Advertising Revenue received during the Term for advertisements located on the Third Party Advertising Allocation of the PaperExchange Site.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Price Restrictions": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Minimum Commitment": "During the Term, VerticalNet shall have the exclusive right to arrange for the sale of ***** of the third party advertising inventory (which shall consist of a minimum of one advertisement per page on each of the \"Co-Branded Equipment,\" \"Co-Branded Careers,\" \"Resources\" and \"Home Page\" sections or successor, replacement or substitute sections) of the PaperExchange Site and shall be consistent with the amount of advertising on other business to business vertical sites on the PaperExchange Site (the \"Third Party Advertising Allocation\").", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Volume Restriction": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Ip Ownership Assignment": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Joint Ip Ownership": "Co-Branded URLs shall mean the mutually agreed-upon URLs which shall be registered jointly by VerticalNet and PaperExchange and shall route users through to the Co-Branded Sites.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__License Grant": "PaperExchange hereby grants VerticalNet an exclusive license to use, modify, enhance, reproduce, display, perform and transmit the PaperExchange Content, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Non-Transferable License": "PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Affiliate License-Licensor": "PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Affiliate License-Licensee": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable, royalty-free, right and license to link to Pulp and Paper Online through a VerticalNet Link.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Irrevocable Or Perpetual License": "PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Source Code Escrow": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Post-Termination Services": "reproduce, display and transmit any VerticalNet Content for up to three weeks on the PaperExchange Site, and after the expiration of such three week period PaperExchange shall cease to reproduce, display and transmit such VerticalNet Content and remove such VerticalNet Content from the PaperExchange Site.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Audit Rights": "payment (the \"Auditing Party\") shall have the right to have an independent third party (the \"Auditor\") audit the financial records of the other party (the \"Audited Party\") relating to such payment to verify the accuracy of the Audited Party's financial records in order to verify the amount of the payments owed and/or paid.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Uncapped Liability": "EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTION 12.4(c) [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c) [Indemnification by VerticalNet], EACH PARTY'S LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED $1,000,000.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Cap On Liability": "Except for claims under Sections 12.4 [Indemnification by PaperExchange] and 12.5 [Indemnification by VerticalNet] hereof, neither party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Liquidated Damages": "if the agreement is terminated during the Initial Term by PaperExchange pursuant to Section 8.2 [Termination for Cause], VerticalNet shall pay to PaperExchange, as liquidated damages, an amount equal to the product determined by multiplying (1) a fraction, the numerator of which shall be the number of days between the effective date of termination and the scheduled expiration date of the Initial Term, and the denominator of which shall be the number of days 14 between the Effective Date and the scheduled expiration date of the Initial Term, by (2) *****", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Warranty Duration": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Insurance": "", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Covenant Not To Sue": "In addition, PaperExchange shall not now or in the future contest the validity of VerticalNet's Intellectual Property.", "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Third Party Beneficiary": "Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties and their permitted successors and assigns.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Document Name": "BIOPURE CORPORATION AGENCY AGREEMENT", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Parties": "Biopure Corporation,", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Agreement Date": "March 29, 1999,", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Effective Date": "March 29, 1999,", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Expiration Date": "This Agreement will become effective as of the date first written above and will continue in effect thereafter until terminated pursuant to Paragraph 4.2 below.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Renewal Term": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Notice Period To Terminate Renewal": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Governing Law": "This Agreement and all related business transactions will be governed by the laws of the Commonwealth of Massachusetts (without reference to principles of conflicts or choice of law which would cause the application of the internal laws of any other jurisdiction).", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Most Favored Nation": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Non-Compete": "(j) maintain sales and promotion of the Company's Products so as to meet or exceed the previous years annual sales within the same competitive environment.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Exclusivity": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__No-Solicit Of Customers": "(e) not solicit or accept orders for the Products other than from Customers within the Territory after the Agent Launch Date;", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Competitive Restriction Exception": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__No-Solicit Of Employees": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Non-Disparagement": "In the event of any publicity concerning the Agent which the Company reasonably believes to have a material adverse affect upon the status or reputation of the Agent and/or the Products, the Company may, at its option, terminate this Agreement upon giving at least five (5) days prior written notice of such termination to the Agent.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Termination For Convenience": "Either party may, at its option, terminate this Agreement without cause, effective at any time after January 31, 1999, upon giving at least ninety (90) days prior written notice of such termination to the other party.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Rofr/Rofo/Rofn": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Change Of Control": "In the event of any material change in the organization, ownership, management or control of the business of the Agent, the Company may, at its option, terminate this Agreement upon giving written notice of termination to the Agent.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Anti-Assignment": "Neither party will not assign or otherwise transfer any of its rights or obligations under this Agreement without the express prior written consent of the other party.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Revenue/Profit Sharing": "In addition the Company will compensate the Agent quarterly an additional two (2) percent commission (incentive), exclusive of taxes, and /or shipping and handling charges incurred by the Company, based upon the attainment of mutually agreed upon quarterly goals. One (1) percent of this incentive is additional compensation for the Agent, and one (1) percent is for additional compensation of the Agency sales force.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Price Restrictions": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Minimum Commitment": "(i) make all field sales representatives of the Agent available to work with field sales representatives of the Company at least two (2) full business days per agreement year.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Volume Restriction": "In no event will the Company be obligated to provide Products to the Agent in excess of one hundred and twenty percent (120%) of any maximum quantity specified in the applicable Business Plan;", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Ip Ownership Assignment": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Joint Ip Ownership": "This Agreement is not intended to create, nor should it be construed as creating, a joint venture, partnership or similar relationship between the parties.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__License Grant": "Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Non-Transferable License": "Neither party will not assign or otherwise transfer any of its rights or obligations under this Agreement without the express prior written consent of the other party.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Affiliate License-Licensor": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Affiliate License-Licensee": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Irrevocable Or Perpetual License": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Source Code Escrow": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Post-Termination Services": "In the event the Company terminates, sells or otherwise transfers its veterinary products business in its entirety, the Company may", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Audit Rights": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Uncapped Liability": "In no event will the Company be liable for incidental or consequential damages.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Cap On Liability": "In no way should the Agent be liable for incidental or consequential damages.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Liquidated Damages": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Warranty Duration": "Any claim for shortage in Product delivery must be made within ten (10) business days after the Customer's receipt of shipment.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Insurance": "The Company and the Agent will each maintain, at their own expense, insurance with reputable insurers, such insurance to be in such form and amounts as are customary in the case of entities of established reputation engaged in the same or similar businesses and similarly situated, provided that such insurance will in any event include commercial general liability and umbrella liability insurance (including product liability coverage) for property damage, bodily injury and personal injury in an amount not less than Five Million Dollars ($5,000,000) combined single amount per occurrence and in the aggregate.", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Covenant Not To Sue": "", "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Third Party Beneficiary": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Document Name": "TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Parties": "MTS, INC.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Agreement Date": "March 1, 1998", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Effective Date": "This Agreement shall be effective on the date of signed acceptance (\"Effective Date\") by MMMW.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Expiration Date": "The Initial Term of this Technical Infrastructure Maintenance Agreement is twelve months, commencing on the Effective Date.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Renewal Term": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows:", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Notice Period To Terminate Renewal": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Governing Law": "This Agreement shall be interpreted in accordance with the laws of the State of Indiana.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Most Favored Nation": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Non-Compete": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Exclusivity": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__No-Solicit Of Customers": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Competitive Restriction Exception": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__No-Solicit Of Employees": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Non-Disparagement": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Termination For Convenience": "Customer, upon thirty days prior written notice, may cancel this Agreement at the end of the Initial Term and thereafter on each anniversary of the end of the Initial Term.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Rofr/Rofo/Rofn": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Change Of Control": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Anti-Assignment": "The Customer shall not assign or transfer its rights or obligations under this Agreement except with MMMW's prior written consent; any prohibited assignment or transfer shall be void.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Revenue/Profit Sharing": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Price Restrictions": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Minimum Commitment": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Volume Restriction": "This Support Plan covers a 12 Month period, with a Maximum Cap of hours for that period.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Ip Ownership Assignment": "Replaced parts and hardware become MMMW's property or at clients discretion.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Joint Ip Ownership": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__License Grant": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Non-Transferable License": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Affiliate License-Licensor": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Affiliate License-Licensee": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Irrevocable Or Perpetual License": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Source Code Escrow": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Post-Termination Services": "Upon expiration of that 12 months, MMMW affords the Customer the opportunity of a continuation of support on an annual basis as follows:", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Audit Rights": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Uncapped Liability": "MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement for any cause and regardless of the form of action, whether in contract or tort, including negligence and strict liability, shall be the remedies set forth in Section 8, provided that if MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Cap On Liability": "MMMW's entire liability and the Customer's sole and exclusive remedy for claims related to or arising out of this Agreement for any cause and regardless of the form of action, whether in contract or tort, including negligence and strict liability, shall be the remedies set forth in Section 8, provided that if MMMW fails after repeated attempts to perform those remedies, MMMW's entire liability shall be the Customer's actual, direct damages such as would be provided in a court of law, not to exceed the charge for service for the item that caused the damages.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Liquidated Damages": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Warranty Duration": "MMMW provided Customer with an all inclusive warranty for a period of 12 months commencing on the date of installation to include system purchased by Customer from MMMW.", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Insurance": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Covenant Not To Sue": "", "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Third Party Beneficiary": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Document Name": "Cooperation Agreement", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Parties": "Party B: Xinyu Xinwei New Energy Co., Ltd.", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Agreement Date": "June 25, 2014", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Effective Date": "June 25, 2014", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Expiration Date": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Renewal Term": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Notice Period To Terminate Renewal": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Governing Law": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Most Favored Nation": "Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all- round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress.", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Non-Compete": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Exclusivity": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__No-Solicit Of Customers": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Competitive Restriction Exception": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__No-Solicit Of Employees": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Non-Disparagement": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Termination For Convenience": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Rofr/Rofo/Rofn": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Change Of Control": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Anti-Assignment": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Revenue/Profit Sharing": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Price Restrictions": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Minimum Commitment": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Volume Restriction": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Ip Ownership Assignment": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Joint Ip Ownership": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__License Grant": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Non-Transferable License": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Affiliate License-Licensor": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Affiliate License-Licensee": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Unlimited/All-You-Can-Eat-License": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Irrevocable Or Perpetual License": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Source Code Escrow": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Post-Termination Services": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Audit Rights": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Uncapped Liability": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Cap On Liability": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Liquidated Damages": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Warranty Duration": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Insurance": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Covenant Not To Sue": "", "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Third Party Beneficiary": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Document Name": "MASTER FRANCHISE AGREEMENT AGREEMENT", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Parties": "(\"we\", \"us\" or \"our\"),", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Agreement Date": "the _____ day of __________________, 2015", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Effective Date": "the _____ day of __________________, 2015", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Expiration Date": "The initial term of this Agreement shall commence upon the Effective Date and shall expire ten (10) years from the Effective Date, unless sooner terminated under the terms of this Agreement.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Renewal Term": "You shall have the option to renew the term of this Agreement, on the terms and conditions set forth in this Agreement, for four (4) additional ten (10) year terms, upon written notice given by you to us not less than six (6) months nor more than twelve (12) months prior to the scheduled expiration date of the term then in effect, provided that each of the following conditions are satisfied:", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Notice Period To Terminate Renewal": "You shall have the option to renew the term of this Agreement, on the terms and conditions set forth in this Agreement, for four (4) additional ten (10) year terms, upon written notice given by you to us not less than six (6) months nor more than twelve (12) months prior to the scheduled expiration date of the term then in effect, provided that each of the following conditions are satisfied:", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Governing Law": "This Agreement shall be interpreted and construed under the laws of the State of New York.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Most Favored Nation": "You shall, at our option, execute our then-current form of Master Franchise Agreement and any addenda thereto for the renewal term, which renewal agreement shall supersede this Agreement in all respects, and the terms of which, including, without limitation, continuing fees payable to us, may differ materially and be less advantageous to you than the terms of this Agreement.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Non-Compete": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation:", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Exclusivity": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__No-Solicit Of Customers": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation:", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Competitive Restriction Exception": "Nothing in the Franchise Agreement shall limit our right to maintain websites other than the System Website or to offer and sell products and services under the Marks from the System Website, another website or otherwise over the Internet without payment or obligation of any kind to you.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__No-Solicit Of Employees": "7.1.2 Employ or seek to employ any person who is at that time employed by us or by any other master franchisee or unit franchisee in the System, or otherwise directly or indirectly induce such person to leave his or her employment without our written consent.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Non-Disparagement": "In consideration for such training, trade secrets and confidential information, you and your principals agree that during the term of this Agreement, and for a continuous uninterrupted period commencing upon expiration or termination of this Agreement, regardless of the cause for termination, and continuing for a period of three (3) years thereafter, neither you nor your principals shall, directly or indirectly, for themselves, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company or corporation: 7.1.1 Divert or attempt to divert any business or customer of the Franchised Business or any Unit Franchisee anywhere, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with our Proprietary Marks or the System.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Termination For Convenience": "You shall not terminate the Unit Franchise Agreement of any Unit Franchisee without our prior written consent.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Rofr/Rofo/Rofn": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Change Of Control": "Accordingly, neither you nor any immediate or remote successor to any part of your interest in this Agreement, nor any individual, partnership, corporation, or other legal entity which directly or indirectly owns any interest in you shall not sell, encumber, assign, transfer, convey, pledge, merge, or give away any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business. Any change in the control of you shall be deemed a transfer for purposes of this Agreement.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Anti-Assignment": "Any purported assignment or transfer shall be null and void and shall constitute a material breach of this Agreement, for which we may immediately terminate without opportunity to cure pursuant to Section 10.2.3 of this Agreement.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Revenue/Profit Sharing": "Once you have units open and operating in the trade area where a National Account is located, we will remit to you 25% of the profits derived from the sales in that specific trade area.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Price Restrictions": "Soups shall be cost plus 25% FOB the supplier.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Minimum Commitment": "You shall expend not less than $5,000 each month on such Solicitation Advertising.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Volume Restriction": "We will provide you or one of your principals and up to five (5) additional persons with a comprehensive initial training program and additional training programs from time to time.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Ip Ownership Assignment": "We shall own all intellectual property and other rights in the System Website and all information it contains, including the domain name or uniform resource locator (\"URL\") for the System Website, the log of \"hits\" by visitors, and any personal or business data that visitors (including you and your personnel) supply.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Joint Ip Ownership": "In addition, each present and future general partner of yours shall jointly and severally guarantee your performance of each and every provision of this Agreement by executing a Guarantee in the form attached to this Agreement as Attachment B.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__License Grant": "We grant to you, upon the terms and conditions contained in this Agreement, the exclusive right to establish and operate a Franchised Business and a license to use the methods, procedures and products developed by us in the business of selling and servicing Unit Franchises in the territory described on Attachment A attached to this Agreement and incorporated into this Agreement by reference (the \"Master Territory\").", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Non-Transferable License": "The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises. You may not grant any such right to a Unit Franchisee, and Unit Franchisees shall not have the right to sub-franchise or sell Unit Franchises.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Affiliate License-Licensor": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Affiliate License-Licensee": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Unlimited/All-You-Can-Eat-License": "The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Irrevocable Or Perpetual License": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Source Code Escrow": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Post-Termination Services": "In the event this Agreement is terminated or expires prior to the end of the term of this Agreement, those portions of this Agreement which pertain to and apply to any Unit Franchise Agreement will continue in full force and effect, but only with regard to those Unit Franchise Agreements which have been entered into and were in effect prior to the date of termination or expiration of this Agreement.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Audit Rights": "We shall have the right, at all reasonable times, to inspect the products and services on which the Proprietary Marks shall be used as we consider necessary to carry out the purposes of inspection as part of appropriate quality control.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Uncapped Liability": "We and you, and our respective directors, officers, shareholders and guarantors, as applicable, each hereby waive to the fullest extent permitted by law, any right to, or claim for, punitive or exemplary damages against the other and agree that, in the event of a dispute between them, each is limited to recovering only the actual damages proven to have been sustained by it.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Cap On Liability": "We and you, and our respective directors, officers, shareholders and guarantors, as applicable, each hereby waive to the fullest extent permitted by law, any right to, or claim for, punitive or exemplary damages against the other and agree that, in the event of a dispute between them, each is limited to recovering only the actual damages proven to have been sustained by it.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Liquidated Damages": "In addition to the foregoing, upon termination of this Agreement by us for cause as described in Section 10, you agree to pay to us within fifteen (15) days after the effective date of this Agreement's termination, in addition to the amounts owed hereunder, liquidated damages equal to the average monthly Unit Franchise Performance Royalty Fee and Franchise Sales Royalty Fee you paid during the twelve (12) months of operation preceding the effective date of termination multiplied by (a) twenty-four (24) (being the number of months in two (2) full years), or (b) the number of months remaining in the Agreement had it not been terminated, whichever is lower.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Warranty Duration": "", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Insurance": "During the term of this Agreement, you shall maintain in force under policies of insurance issued by licensed insurers approved by us insurance coverage as we from time to time require.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Covenant Not To Sue": "During the term of this Agreement and after its expiration or termination, you shall not directly or indirectly contest the validity of, or our ownership of the Proprietary Marks, nor take any other action which may tend to jeopardize our or our affiliate's interest therein, or our right to use and to license others to use the Proprietary Marks.", "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Third Party Beneficiary": "You and we acknowledge and agree that we are a third-party beneficiary to all Unit Franchise Agreements between you and Unit Franchisees in the Master Territory, and that we shall have the right to assume any of your responsibilities, duties or functions under such Unit Franchise Agreements in the event that this Agreement expires or is terminated for any reason. You shall include in the standard Unit Franchise Agreement used by you a provision which states that we are a third-party beneficiary to the Unit Franchise Agreement and are entitled to the rights granted in this Section 13.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Document Name": "PRODUCT DEVELOPMENT AND CO-BRANDING AGREEMENT \"SONGS 4 WORSHIP SERIES\"", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Parties": "Integrity", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Agreement Date": "10th day of January 2000,", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Effective Date": "10th day of January 2000,", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Expiration Date": "This agreement shall commence as of date first above written, and shall Continue through December 31, 2004 (\"the Term\").", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Renewal Term": "Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Notice Period To Terminate Renewal": "Thereafter, the parties must mutually agree in writing to extend the term for additional periods of time.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Governing Law": "This Agreement has been entered into in the State of Tennessee, and the validity, interpretation and legal effect of this Agreement will be governed by the laws of the State of Tennessee applicable to contracts entered into and performed entirely within the State of Tennessee.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Most Favored Nation": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Non-Compete": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Exclusivity": "TL will hold exclusive worldwide rights to promote and sell the product through the following distribution channels: Outgoing telemarketing, General Market retail, and General Market catalogs, and exclusive rights within the United States for Television Direct response.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__No-Solicit Of Customers": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Competitive Restriction Exception": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL, TL warrants that any units so purchased, whether or not labeled \"promotional only\" or cut-out, will be given away for purposes of promotion of the Products, and will not be sold. If for any reason, Integrity and TL are subject to lower \"free goods\" limits by any third party license, the foregoing shall be adjusted to comply with any such license(s).", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__No-Solicit Of Employees": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Non-Disparagement": "TL recognizes Integrity's title to the Integrity Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair Integrity's rights in and to the Integrity Trademarks. It is understood that TL will not acquire and will not claim any title to the Integrity Trademarks adverse to Integrity by virtue of this license, or through TL's use of the Integrity Trademarks. --------------- /1/ Indicates information which has been redacted pursuant to a request for confidential treatment. 5 8 b. TL Trademarks. TL hereby grants to Integrity the right to use its \"TL Music\" name and logo (\"the TL Trademarks\") in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to Integrity, and in accordance with the terms and conditions contained herein. Integrity will honor the notice requirement relating to the Integrity Trademarks and will place such trademarks on all products and advertising produced hereunder in accordance with the applicable regulations and TL guidelines. TL warrants that it has all rights to grant Integrity the right to use the TL Trademarks and will indemnify and hold Integrity harmless with respect thereto. Integrity recognizes TL's title to the TL Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair TL's rights in and to the TL Trademarks.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Termination For Convenience": "In the event of such an Source: INTEGRITY MEDIA INC, 10-K405, 3/29/2001 assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Rofr/Rofo/Rofn": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Change Of Control": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Anti-Assignment": "assignment by either party of its rights to an unrelated third party, the other party shall be given written notice, then in such event the other party may upon six-months (6-months) written notice terminate this Agreement.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Revenue/Profit Sharing": "On sales of recorded products pursuant to this Agreement (less any returns) Integrity will pay to TL royalties in the amount of [**]/1/ ($[**]/1/) for each and every unit of the product sold by Integrity in the United States pursuant to this Agreement, and [**]/1/ the foregoing rate or [**]/1/ percent ([**]/1/%) of Integrity's net receipts, whichever is less, on subject products outside the United States.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Price Restrictions": "Mechanical rates will not exceed [**]/1/ percent ([**]/1/%) of the then-current statutory rate, and Print licenses will not exceed a prorated portion of [**]/1/ percent ([**]/1/%) of the retail selling price, Integrity will also manufacture the Product and sell to TL its requirements for resale.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Minimum Commitment": "In consideration of the above pricing, TL guarantees to purchase from Integrity a minimum of ten thousand (10,000) units of each recorded Product during the first thirty-two (32) months of release.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Volume Restriction": "TL may purchase from Integrity limited quantities of the Product for its promotional use, at the Manufacturing cost set forth in paragraph 3(a) above, provided the quantity of such purchases does not exceed seven percent (7%) of the total royalty bearing units of such Product title purchased by TL, TL warrants that any units so purchased, whether or not labeled \"promotional only\" or cut-out, will be given away for purposes of promotion of the Products, and will not be sold.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Ip Ownership Assignment": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Joint Ip Ownership": "The parties hereby agree that the copyright in the Product sound recording compilation will be jointly registered by Integrity in the names of Integrity and TL.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__License Grant": "Integrity hereby grants to TL the right to use its \"Integrity Music\" name and logo (\"the Integrity Trademarks') in connection with the products produced during the Term of this Agreement for as long as the parties continue to sell and distribute such products at no additional cost to TL, and in accordance with the terms and conditions contained herein.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Non-Transferable License": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Affiliate License-Licensor": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Affiliate License-Licensee": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Irrevocable Or Perpetual License": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Source Code Escrow": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Post-Termination Services": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Audit Rights": "Either party, at its sole expense, upon at least thirty (30) days written notice (and not more than once in respect of any accounting period) will have the right to inspect the other party's books regarding the obligations hereunder for a period of two (2) years from the date on which any statement is rendered.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Uncapped Liability": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Cap On Liability": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Liquidated Damages": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Warranty Duration": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Insurance": "", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Covenant Not To Sue": "Integrity recognizes TL's title to the TL Trademarks and will not at any time do or suffer to be done any act or thing which will in any way impair TL's rights in and to the TL Trademarks.", "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Third Party Beneficiary": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Document Name": "Oceanic Time Warner Cable and Watchit Media Content and License Agreement", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Parties": "Watchit", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Agreement Date": "September 1, 2006, August 31, 2007", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Effective Date": "This agreement will be in effect until the end of 2006 and will be evaluated at that time.", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Expiration Date": "This agreement will be in effect until the end of 2006 and will be evaluated at that time.", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Renewal Term": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Notice Period To Terminate Renewal": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Governing Law": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Most Favored Nation": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Non-Compete": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Exclusivity": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__No-Solicit Of Customers": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Competitive Restriction Exception": "Watchit shall have the exclusive right to sell third party advertising as sponsors of their content and will have the right to brand the content under the Watchit brand and place a \"bug\" on the screen identifying the content with a Watchit trademark.", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__No-Solicit Of Employees": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Non-Disparagement": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Termination For Convenience": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Rofr/Rofo/Rofn": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Change Of Control": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Anti-Assignment": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Revenue/Profit Sharing": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Price Restrictions": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Minimum Commitment": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Volume Restriction": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Ip Ownership Assignment": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Joint Ip Ownership": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__License Grant": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Non-Transferable License": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Affiliate License-Licensor": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Affiliate License-Licensee": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Unlimited/All-You-Can-Eat-License": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Irrevocable Or Perpetual License": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Source Code Escrow": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Post-Termination Services": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Audit Rights": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Uncapped Liability": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Cap On Liability": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Liquidated Damages": "In the event that Oceanic Time Warner Cable removes the above content and or terminates this agreement prior to December 31, 2006, Oceanic Time Warner Cable agrees to pay a cancellation fee of Five Thousand Dollars ($5,000) per month multiplied by the number of months remain on the agreement.", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Warranty Duration": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Insurance": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Covenant Not To Sue": "", "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Third Party Beneficiary": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Document Name": "RESELLER AGREEMENT", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Parties": "MediaNet Group Technologies, Inc.,", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Agreement Date": "19 day of March, 2004", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Effective Date": "19 day of March, 2004", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Expiration Date": "The term of this Agreement shall commence on the Effective Date and continue for a period of 1 year after the Effective Date, unless earlier terminated as set forth herein (the \"TERM\").", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Renewal Term": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Notice Period To Terminate Renewal": "This Agreement shall renew for successive 1-year periods, after the initial 1 Year Term, if agreed by both parties in writing within 30 days of license expiration.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Governing Law": "The laws of the State of Florida shall govern this Agreement, without reference to conflicts of law provisions.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Most Favored Nation": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Non-Compete": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Exclusivity": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__No-Solicit Of Customers": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Competitive Restriction Exception": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__No-Solicit Of Employees": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Non-Disparagement": "Each party agrees that, during the Term of this Agreement and for a period of five (5) years thereafter, neither will make written or oral comments regarding the other that are negative, disparaging, tend to bring the other into disrepute or call into question the business acumen, character, honesty or integrity of the other.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Termination For Convenience": "Either party may terminate the Agreement on 60-days written notice during a renewed term.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Rofr/Rofo/Rofn": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Change Of Control": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Anti-Assignment": "Reseller may nat assign or otherwise transfer this Agreement without MediaNet Group Technologies's prior written consent except to a successor.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Revenue/Profit Sharing": "MediaNet Group Technologies tracks the customer sales coming from the reseller and at the end of every calendar month issues a check for 20% commission to the reseller on product sales and 10% the total amount of hosting/maintenance sales made.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Price Restrictions": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Minimum Commitment": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Volume Restriction": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Ip Ownership Assignment": "RESELLER understands and agrees that MediaNet Group Technologies is the exclusive holder of and shall retain, all right, title and interest in and to the Portal, Content and Engine and the All Pages, including without limitation all intellectual Property therein site (EXCLUDING PROPRIETARY PAGES PROVIDED BY RESELLER OR BUYERS).", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Joint Ip Ownership": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__License Grant": "Resellers are licensed to market the Brand-A-Port applications and receive commission on all product sales plus residual income on hosting/maintenance fees as outlined on the Compensation Schedule attached hereto.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Non-Transferable License": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Affiliate License-Licensor": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Affiliate License-Licensee": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Irrevocable Or Perpetual License": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Source Code Escrow": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Post-Termination Services": "In the event of a Terminating Event, involving Reseller, other than for an event involving fraud or dishonesty by Reseller, MediaNet Group Technologies shall be entitled to offset payments due under this Agreement against its costs incurred as a result of the Terminating Event, but shall remain obligated to remit all payments due under this agreement as a direct result of the activities of Reseller prior to the effective date of termination. Reseller Agreement Initials ______ _______ &sbsp; 3 10. EFFECT OF TERMINATION Upon the expiration or termination of this Agreement:", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Audit Rights": "MediaNet shall permit Member Provider or its designees reasonable access during normal business hours and, upon request, to verify funds and payments due pursuant to this Agreement.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Uncapped Liability": "IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Cap On Liability": "IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Liquidated Damages": "MediaNet Group Technologies shall pay Reseller a fee in accordance with the annexed Fee Schedule.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Warranty Duration": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Insurance": "", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Covenant Not To Sue": "At no time during or after the Term of this Agreement shall a party challenge or assist others to challenge the other party's Intellectual Property or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those or the other party.", "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Third Party Beneficiary": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Document Name": "INTELLECTUAL PROPERTY AGREEMENT", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Parties": "PURCHASER and SONY are referred to individually as a \"Party\" and collectively as the \"Parties\".", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Agreement Date": "August 28, 2009", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Effective Date": "August 28, 2009", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Expiration Date": "Unless earlier terminated as provided below, this IP Agreement shall extend until the last date of expiration of the SRAM Intellectual Property rights licensed under this IP Agreement.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Renewal Term": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Notice Period To Terminate Renewal": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Governing Law": "This IP Agreement and the legal relations among the Parties will be governed by and construed in accordance with the rules and substantive Laws of the State of California, United States of America, without regard to conflicts of law provisions.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Most Favored Nation": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Non-Compete": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 3.2 Grant Back by PURCHASER Subject to SONY's compliance with the covenant not to compete in Section 8.3 of Asset Purchase Agreement, PURCHASER hereby grants to SONY a worldwide, non-exclusive, fully paid-up, royalty-free license, under the Transferred Patents, to make, use, offer to sell, sell, otherwise dispose of, and import any products, including any Competing Products.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Exclusivity": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__No-Solicit Of Customers": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Competitive Restriction Exception": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__No-Solicit Of Employees": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Non-Disparagement": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Termination For Convenience": "Should PURCHASER assert against SONY a claim based on its Patents and/or Intellectual Property, SONY shall, at its option, have the right to terminate the license granted by SONY hereunder, such termination to be effected by serving notice in writing upon PURCHASER to that effect not less than thirty (30) days prior to the effective date of such termination.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Rofr/Rofo/Rofn": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Change Of Control": "other Party with notice of the transfer or assignment.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Anti-Assignment": "This IP Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any Party without the prior written consent of the other Party.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Revenue/Profit Sharing": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Price Restrictions": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Minimum Commitment": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Volume Restriction": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Ip Ownership Assignment": "SONY hereby assigns to PURCHASER SONY's entire right, title and interest in, to and under the Transferred Patents, and any patents that may issue therefrom (including any foreign counterparts, divisions, continuations, renewals, continuations in part, reexaminations or reissues thereof), along with the right to sue and collect damages for any future infringement, and agrees to take all reasonably necessary action to assist PURCHASER, at PURCHASER's sole expense, to register, confirm and perfect such assignment, including by making filings with or at any and all necessary patent offices and/or governmental agencies.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Joint Ip Ownership": "No Transferred Patent is jointly owned by SONY and any other Person, nor is it owned or jointly owned by any SONY Affiliate.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__License Grant": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3 Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Non-Transferable License": "All Transferred Patents will be fully transferable, alienable or licensable by PURCHASER from and after the Closing without restriction and without payment of any kind to any third party other than requirements under applicable laws to file documents with and pay fees to patent offices.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Affiliate License-Licensor": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3 Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Affiliate License-Licensee": "SONY, on behalf of itself and its Affiliates, hereby grants to PURCHASER a worldwide, non-exclusive, fully paid-up, royalty-free license (a) under the Licensed Patents to make, have made, use, offer to sell, sell, otherwise dispose of, and import any Competing Products (including, without limitation, the SRAM Products); and (b) to use, reproduce, modify, prepare derivative works of, perform, display, and otherwise practice and exploit in any manner any and all of the SRAM Intellectual Property in connection with the use and exploitation of the 3 Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Unlimited/All-You-Can-Eat-License": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Irrevocable Or Perpetual License": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products).", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Source Code Escrow": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Post-Termination Services": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Audit Rights": "PURCHASER allows SONY to audit PURCHASER's manufacture and testing of SRAM Products for purposes of determining the quality of those SRAM Products that bear a marking which indicates a connection to SONY from time to time upon reasonable request, subject to SONY's execution of a standard PURCHASER confidentiality agreement; and (iii) no alterations are made to any such Mask in any way.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Uncapped Liability": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Cap On Liability": "NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Liquidated Damages": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Warranty Duration": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Insurance": "", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Covenant Not To Sue": "Except for Office Actions pertaining to the Transferred Patents and Patent licenses 9 granted by SONY under Portfolio Cross Licenses, neither SONY nor any of SONY's Affiliates is, to the Knowledge of SONY, party to any settlement, covenant not to sue, consent, decree, stipulation, judgment, or order resulting from any action which (i) restricts SONY's or any of its Affiliate's rights to use any SRAM Intellectual Property in connection with the Business, (ii) restricts the Business in order to accommodate a third party's Intellectual Property rights or (iii) requires any future payment by SONY or any SONY Affiliate.", "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Third Party Beneficiary": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Document Name": "ENDORSEMENT LICENSING AND CO-BRANDING AGREEMENT", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Parties": "MusclePharm Corporation", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Agreement Date": "July 26, 2013", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Effective Date": "July 26, 2013", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Expiration Date": "The Term shall commence on July 23, 2013 and shall expire on July 22, 2016, unless otherwise terminated earlier pursuant to Section 9 of this Agreement.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Renewal Term": "In the event that MusclePharm shall achieve Net Sales (as defined below) of $20 million (the \"First Renewal Threshold\") in the aggregate during the Third Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"First Additional Term\") on the same terms and conditions for the Initial Term except that: (i) no additional Stock Compensation (as defined below) shall be issued in connection with the renewal Term, (ii) the Cash Compensation for the First Additional Term shall be as set forth in Section 7 and Exhibit \"C\" Section (2) attached hereto, (iii) Endorser shall only be obligated to make two (2) Appearances in each Contract Year during the First Additional Term pursuant to Section 4(a)(ii) below and (iv) the marketing budget to promote the Licensed Products shall be $5.0 million during each Contract Year of the First Additional Term (subject to Section 12(b) of this Agreement).", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Notice Period To Terminate Renewal": "In the event that MusclePharm shall achieve Net Sales (as defined below) of $20 million (the \"First Renewal Threshold\") in the aggregate during the Third Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"First Additional Term\") on the same terms and conditions for the Initial Term except that: (i) no additional Stock Compensation (as defined below) shall be issued in connection with the renewal Term, (ii) the Cash Compensation for the First Additional Term shall be as set forth in Section 7 and Exhibit \"C\" Section (2) attached hereto, (iii) Endorser shall only be obligated to make two (2) Appearances in each Contract Year during the First Additional Term pursuant to Section 4(a)(ii) below and (iv) the marketing budget to promote the Licensed Products shall be $5.0 million during each Contract Year of the First Additional Term (subject to Section 12(b) of this Agreement).", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Governing Law": "This Agreement has been executed and delivered in Los Angeles County in the State of California, and its interpretation, validity and performance shall be construed and enforced in accordance with the laws of the State of California.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Most Favored Nation": "If MusclePharm sells any Licensed Products to any party affiliated with MusclePharm, or in any way directly or indirectly related to or under the common control with MusclePharm, at a price less than the regular price charged to other parties, the Royalty payable to Lender shall be computed on the basis of the regular price charged to other parties.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Non-Compete": "During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement. Notwithstanding the foregoing, the following will not be a breach of this Agreement: (i) Endorser's performance of services or appearing in the news or informational portion of any radio, TV or film or entertainment program regardless of products or services therein or sponsorship thereof; (ii) Endorser's participation in movies or TV programs as well as merchandising, commercial tie-ins and/or product placements utilizing Endorser, or (iii) Endorser's performance of services, appearance or use of his name, likeness in connection with charitable events, sports events, organizations, regardless of usage of products or services and/or sponsorship thereof. (b) Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Exclusivity": "During the term of this Agreement, or any extensions of this Agreement, Endorser and the Lender hereby agree and warrant that it will not enter into any other endorsement agreement for the use of Endorser's name, image and/or likeness for advertising, marketing and/or endorsement of any other dietary supplements during the Term of this Agreement.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__No-Solicit Of Customers": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Competitive Restriction Exception": "All Compensation Shares will be fully vested upon issuance, and for a period of six (6) months following the date hereof, Lender may not sell in excess of fifty percent (50%) of the Compensation Shares without the prior consent of MusclePharm; provided, that, the Lender shall be entitled, without the prior consent of MusclePharm, to transfer the Compensation Shares at any time to affiliates and family members so long as such transfers are in compliance with state and federal securities laws and such transferees agree to be bound by foregoing transfer restrictions for the six (6) month period following the date hereof with respect to the Compensation Shares.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__No-Solicit Of Employees": "MusclePharm and the manufacturers will not unlawfully discriminate in any hiring or employment practices.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Non-Disparagement": "MusclePharm shall utilize its commercially reasonable efforts to advertise and promote the Licensed Products at its own expense and to sell the Licensed Products through the Distribution Channels worldwide as contemplated herein during the Term and to promote both the goodwill of the Endorser and the market reputation of the Licensed Products.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Termination For Convenience": "This Agreement may be terminated by MusclePharm only:", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Rofr/Rofo/Rofn": "During the Term (including any renewal Term, if any), in the event that MusclePharm shall determine to develop and introduce a new Product into the market, MusclePharm shall provide the AS Parties with a sample of the name, design, marketing plan and an actual sample of such new Product (the \"Sample\") and the AS Parties shall have a right of first refusal (exercisable by written notice to MusclePharm within 15 days after receipt of the Sample) to include such new Product in the AS Product Line, it being understood that there shall initially be no less than four (4) Products at the start of the Term and thereafter no more than 8 (eight) Products in the AS Product Line without the mutual written agreement of the parties hereto.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Change Of Control": "Nothwithstanding the foregoing, this Agreement may be assigned without the AS Parties' consent by MusclePharm in connection with a change of control transaction; provided that the acquirer of MusclePharm shall have financial resources substantially similar or greater than MusclePharm and shall specifically assume the obligations of MusclePharm under this Agreement in writing prior to the consummation of the change of control transaction.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Anti-Assignment": "Except as set forth below, MusclePharm shall not assign or otherwise transfer, license, sublicense, or delegate any rights or obligations under this Agreement without the express prior written consent of the AS Parties. Neither party shall voluntarily or by operation of law assign or otherwise transfer the rights and/or obligations incurred pursuant to the terms of this Agreement without the prior written consent of the other party. Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Revenue/Profit Sharing": "During the Term of this Agreement and during any sell-off period, MusclePharm shall pay Lender a royalty (the \"Royalty\") of 10% on Net Sales (as defined below) of Licensed Products sold through its wholesale Distribution Channels or retail Distribution Channels, as the case may be and 10% on Net Sales of the Training Video and any Products sold in connection with any Training Video as contemplated pursuant to the last sentence of Section 4(a)(i) above.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Price Restrictions": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Minimum Commitment": "Endorser shall also supply MusclePharm with at least fifty (50) signed items for each Contract Year, on the Licensed Products or on other items to be mutually agreed upon by the parties hereto, to be used by MusclePharm in connection with the promotion of the Products and/or Licensed Products.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Volume Restriction": "Each Appearance may be up to two (2) hours in length not including travel time to and from the Appearance, as scheduled by MusclePharm, for the purpose or promoting MusclePharm, its Products and the Licensed Products.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Ip Ownership Assignment": "MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Joint Ip Ownership": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__License Grant": "Endorser agrees that during the Term MusclePharm shall have the right to use, worldwide, Endorser's Name and Appearance Rights (as specified in Section 6) to advertise MusclePharm and its Products and Licensed Products in print media, and in all other forms of media (other than telephone marketing or texting campaigns) including, but not limited to, point of sale material, premiums and novelties, direct marketing material, and radio, television, electronic, and computer media (including but not limited to MusclePharm's Internet and social media websites).", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Non-Transferable License": "MusclePharm shall be permitted to sell the Promotional Products at its cost to third parties and Endorser shall not be entitled to any additional compensation with respect to the Promotional Products.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Affiliate License-Licensor": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Affiliate License-Licensee": "If MusclePharm sells any Licensed Products to any party affiliated with MusclePharm, or in any way directly or indirectly related to or under the common control with MusclePharm, at a price less than the regular price charged to other parties, the Royalty payable to Lender shall be computed on the basis of the regular price charged to other parties.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Irrevocable Or Perpetual License": "MusclePharm irrevocably and unconditionally transfers and assigns to the AS Parties in perpetuity and throughout the universe any and all of MusclePharm's right, title, and interest, if any (including, without limitation, the rights generally known as 'moral rights') in and to all works, including any packaging, advertising and promotional materials, and other materials based upon the Trademarks and/or Name and Appearance Rights, all of which shall, upon their creation, become and remain the property of the AS Parties.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Source Code Escrow": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Post-Termination Services": "MusclePharm agrees to preserve and keep accessible and available to the AS Parties all relevant books and records for a period of at least three (3) years following the expiration or termination of the Agreement.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Audit Rights": "The AS Parties shall have the right, upon at least five (5) days written notice and no more than once each Contract Year of the Term to inspect MusclePharm's books and records and all other documents and material in the possession of or under the control of MusclePharm with respect to the Licensed Products at the place or places where such records are normally retained by MusclePharm.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Uncapped Liability": "In no event shall the AS Parties' indemnification obligations to MusclePharm hereunder exceed the after-tax value of the Cash Consideration received by Lender under this Agreement.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Cap On Liability": "In no event shall the AS Parties' indemnification obligations to MusclePharm hereunder exceed the after-tax value of the Cash Consideration received by Lender under this Agreement.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Liquidated Damages": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Warranty Duration": "", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Insurance": "MusclePharm shall, throughout the Term of the Agreement and for a period of not less than four years thereafter, obtain and maintain at its own cost and expense from a qualified insurance company licensed to do business in California and New York, a commercial general liability insurance policy including coverage for contractual liability (applying to the terms and conditions of this agreement), product liability, personal injury liability, and advertiser's liability, in a form approved by the AS Parties, in the amount of at least Five Million Dollars (US$5,000,000) per occurrence naming the AS Parties (for the avoidance of doubt, specifically including each of Lender, Endorser, and Fitness) as additional named insureds.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Covenant Not To Sue": "During the Term and after expiration or termination of this Agreement, MusclePharm shall not contest or otherwise challenge or attack the AS Parties' rights in the Trademarks or Name and Appearance Rights or the validity of the license being granted herein.", "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Third Party Beneficiary": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Document Name": "Master Service Agreement", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Parties": "CRO Consulting (Pty) Limited,", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Agreement Date": "May 25th, 2018", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Effective Date": "May 25th, 2018", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Expiration Date": "This Agreement shall take effect on the date of signature of the Agreement by both parties and shall terminate when all obligations required of both parties hereunder are performed unless either terminated earlier or extended by the parties pursuant to the terms of this Agreement subject to clause 4.0.", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Renewal Term": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Notice Period To Terminate Renewal": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Governing Law": "This Agreement shall be governed by the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles.", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Most Favored Nation": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Non-Compete": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Exclusivity": "CRO agrees that during the term of this Agreement and for a period of three years thereafter:", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__No-Solicit Of Customers": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Competitive Restriction Exception": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__No-Solicit Of Employees": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Non-Disparagement": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Termination For Convenience": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Rofr/Rofo/Rofn": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Change Of Control": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Anti-Assignment": "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.", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Revenue/Profit Sharing": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Price Restrictions": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Minimum Commitment": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Volume Restriction": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Ip Ownership Assignment": "CRO agrees that during the term of this Agreement and for a period of three years thereafter: (a) to disclose and assign to Client as its exclusive property all inventions and technical or business innovations specifically derived from the work assigned by Client to CRO which CRO develops or conceives, solely or in conjunction with others (1) that are based on or involve information of Client, (2) that relate to, constitute, result from, or include the work in which CRO will be engaged for Client, or (3) that are otherwise made through the use of any time, facilities or materials of Client;", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Joint Ip Ownership": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__License Grant": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Non-Transferable License": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Affiliate License-Licensor": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Affiliate License-Licensee": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Unlimited/All-You-Can-Eat-License": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Irrevocable Or Perpetual License": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Source Code Escrow": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Post-Termination Services": "(d) 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;", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Audit Rights": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Uncapped Liability": "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.", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Cap On Liability": "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.", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Liquidated Damages": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Warranty Duration": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Insurance": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Covenant Not To Sue": "", "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Third Party Beneficiary": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Document Name": "Consulting Agreement", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Parties": "(\"Consultant\"). Company and Consultant shall sometimes be referred to herein singularly as a \"Party\" or collectively as the \"Parties\" to this Agreement.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Agreement Date": "May 1, 2019", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Effective Date": "May 1, 2019", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Expiration Date": "The initial term of this Agreement shall be the sooner of six (6) months from the Effective Date, or replacement of this Agreement with a subsequent agreement between the Parties.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Renewal Term": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Notice Period To Terminate Renewal": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Governing Law": "This Agreement shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Most Favored Nation": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Non-Compete": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Exclusivity": "Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company's products or services, or those products or services proposed or in development by the Company during the term of this Agreement.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__No-Solicit Of Customers": "Consultant also expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert, or attempt to solicit or divert any customer, client, supplier or vendor of the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Competitive Restriction Exception": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__No-Solicit Of Employees": "Consultant expressly agrees that he will not, without the prior written consent of the Company, either directly or indirectly on his own behalf, or in the service or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person employed by the Company for a period of five (5) years for any reason, and without limitation for the purpose of harming the Company or of obtaining and disseminating its trade secrets, or other proprietary and confidential information.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Non-Disparagement": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Termination For Convenience": "Either Party may terminate this Agreement, with or without cause, upon giving the other party thirty (30) days prior written notice of such termination pursuant to Section 12.7 of this Agreement.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Rofr/Rofo/Rofn": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Change Of Control": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Anti-Assignment": "Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Revenue/Profit Sharing": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Price Restrictions": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Minimum Commitment": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Volume Restriction": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Ip Ownership Assignment": "Consultant also agrees to promptly make full written disclosure to the Company of any Inventions and to deliver and assign (or cause to be assigned) and irrevocably assigns fully to the Company all right, title and interest in and to the Inventions.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Joint Ip Ownership": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__License Grant": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Non-Transferable License": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Affiliate License-Licensor": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Affiliate License-Licensee": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Irrevocable Or Perpetual License": "(ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Source Code Escrow": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Post-Termination Services": "Consultant agrees that Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Audit Rights": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Uncapped Liability": "IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Cap On Liability": "IN NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Liquidated Damages": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Warranty Duration": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Insurance": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Covenant Not To Sue": "", "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Third Party Beneficiary": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Document Name": "SPONSORSHIP AND DEVELOPMENT AGREEMENT", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Parties": "TDA", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Agreement Date": "August 6, 2004", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Effective Date": "August 6, 2004", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Expiration Date": "The term of this Agreement (the \"Term\") shall commence on the Effective Date and terminate at the end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Renewal Term": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Notice Period To Terminate Renewal": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Governing Law": "This Agreement shall be governed by the laws of the State of Arizona applicable to agreements fully executed and performed therein.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Most Favored Nation": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Non-Compete": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Exclusivity": "During the Term (the \"Exclusivity Period\"), Smith hereby represents, warrants and agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any computer game or videogame golf instruction related sports software product or service.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__No-Solicit Of Customers": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Competitive Restriction Exception": "These exclusivity obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of any television, film or video program; provided, however, that Smith may not appear in, or provide services in connection with, advertisements for any computer game or videogame sports products.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__No-Solicit Of Employees": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Non-Disparagement": "Smith will not authorize or release advertising matter or publicity nor give interviews which make reference to the details of the material terms of this Agreement, without TDA's prior written approval, although Smith may, during interviews, respond, discuss and comment in a non-disparaging manner that Smith is associated with TDA and its Golf Instruction Related Products.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Termination For Convenience": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Rofr/Rofo/Rofn": "Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Change Of Control": "Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii) to 5 an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Anti-Assignment": "This Agreement may be assigned by Smith and TDA with the other party's prior written approval.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Revenue/Profit Sharing": "2) 33% royalty of net TDA net sales price.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Price Restrictions": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Minimum Commitment": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Volume Restriction": "Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised when the agreement is in effect.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Ip Ownership Assignment": "All right, title and interest in and to TDA's Golf Instruction Related Products shall be and remain the absolute property of TDA forever (it being understood that after the Term TDA may continue to manufacture, promote, sell and/or distribute its other golf instruction related interactive entertainment sports products which are separate and distinct from the Golf Instruction Related Products incorporating Smith's Likeness on the packaging without being subject to any of the limitations or restriction herein, provided that the Rights are not (directly or indirectly) utilized by or incorporated in such other golf instruction related interactive sports products.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Joint Ip Ownership": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__License Grant": "The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction Related Products.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Non-Transferable License": "TDA does not have the right to use the Rights in any product whatsoever released before or after the Term.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Affiliate License-Licensor": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Affiliate License-Licensee": "an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Irrevocable Or Perpetual License": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Source Code Escrow": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Post-Termination Services": "Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or termination.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Audit Rights": "Smith shall have the right to engage an independent accounting firm to examine the Licensee's sales information and all other books and records necessary to establish the accuracy and timeliness of the royalty statements required hereunder. Such examination shall be at the premises of Licensee on ten (10) working days written notice and during normal business hours.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Uncapped Liability": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Cap On Liability": "In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith hereunder, excluding the reimbursement of expenses. Under no circumstances will Smith be liable to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Liquidated Damages": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Warranty Duration": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Insurance": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Covenant Not To Sue": "", "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Third Party Beneficiary": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Document Name": "GLOBAL MASTER SUPPLY AGREEMENT", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Parties": "ExxonMobil Chemical Company,", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Agreement Date": "January 1, 2019", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Effective Date": "January 1, 2019", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Expiration Date": "December 31, 2023", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Renewal Term": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Notice Period To Terminate Renewal": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Governing Law": "This Agreement shall be governed by Singapore law, without regard to its conflict of laws principles.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Most Favored Nation": "In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Non-Compete": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Exclusivity": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__No-Solicit Of Customers": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Competitive Restriction Exception": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__No-Solicit Of Employees": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Non-Disparagement": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Termination For Convenience": "Except as explicitly set forth in this Agreement, this Agreement and the transaction(s) specified herein can be cancelled only with both parties' written consent.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Rofr/Rofo/Rofn": "If Seller/ExxonMobil Selling Affiliates elects to exercise any of its rights under the preceding paragraph, Seller/ExxonMobil Selling Affiliates shall so notify Buyer/Buyer Affiliates, in writing, within forty-five (45) days after receipt of Buyer's/Buyer Affiliates' notice.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Change Of Control": "As used above, \"Change of Control\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least fifty percent (50%) of the equity interest in a party (or of at least fifty percent (50%) of the equity interest in any business entity that owns or controls, directly or indirectly, at least fifty percent (50%) of the equity interest in a party (\"Party's Parent\")) to a single transferee or multiple transferees under common control; (ii) any transaction that would result in a Party's (or Party's Parent's) merging with one or more other entities.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Anti-Assignment": "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.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Revenue/Profit Sharing": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Price Restrictions": "In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Minimum Commitment": "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.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Volume Restriction": "Quantity of all shipments shall be determined by Seller and shall have a shipping allowance of plus or minus five percent (+/-5%) of the quantity indicated in Seller's Order Confirmation or separate sales contract, or such other percentage as determined by Seller.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Ip Ownership Assignment": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Joint Ip Ownership": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__License Grant": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Non-Transferable License": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Affiliate License-Licensor": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Affiliate License-Licensee": "For purposes of this Clause, an \"affiliate\" of Seller means the ultimate holding company of Seller or any corporation of which fifty percent (50%) or more of the outstanding stock is held directly or indirectly by such ultimate holding company.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Unlimited/All-You-Can-Eat-License": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Irrevocable Or Perpetual License": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Source Code Escrow": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Post-Termination Services": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Audit Rights": "On request of Buyer, Buyer is allowed to carry out on-site manufacturing and quality audits in manufacturing units where Products are produced.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Uncapped Liability": "Seller shall not in any event be liable for any special, incidental, exemplary or consequential damages.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Cap On Liability": "Seller's total liability for all claims arising hereunder or connected with the products sold hereunder, whether based in contract, tort or otherwise, shall be no greater than an amount equal to the purchase price of the products to which any such claims relate, or at the Seller's option, and only in the case of claims regarding defective or non-conforming product, to replacement of such products, provided that in all cases Buyer shall be under an obligation to mitigate any loss as far as possible.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Liquidated Damages": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Warranty Duration": "Subject to the Clauses on Quantity, Transfer of Risk and Title Transfer, Buyer shall inspect and test product delivered hereunder for damage, defect or shortage immediately upon receipt and provide Seller notice of any such damage, defect or shortage within ten (10) days of receipt.", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Insurance": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Covenant Not To Sue": "", "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Third Party Beneficiary": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Document Name": "CONSULTING AGREEMENT SCHEDULE", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Parties": "Alan Crane,", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Agreement Date": "27t h day of March, 2017", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Effective Date": "27t h day of March, 2017", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Expiration Date": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Renewal Term": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Notice Period To Terminate Renewal": "This Agreement shall commence on the Effective Date and shall continue until the four-year anniversary of the Effective Date (such period, as it may be extended, either by the mutual written agreement of the parties or automatically, or earlier terminated being referred to as the \"Consultation Period\"), unless sooner terminated in accordance with the provisions of Section 4, and shall automatically renew for successive one-year periods, unless the Company provides 90 days' notice of termination before any such successive period.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Governing Law": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Most Favored Nation": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Non-Compete": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Exclusivity": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__No-Solicit Of Customers": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Competitive Restriction Exception": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__No-Solicit Of Employees": "During the Consultation Period and for a period of one year thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Consultant to solicit, any employee of the Company to leave the employ of the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Non-Disparagement": "During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Termination For Convenience": "The Company may terminate the Consultation Period at any time for Cause (as defined below).", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Rofr/Rofo/Rofn": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Change Of Control": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Anti-Assignment": "This Agreement is personal to the Consultant and the Consultant shall not have the right to assign any of Consultant's rights or delegate any of Consultant's duties without the express written consent of the Company.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Revenue/Profit Sharing": "Subject to approval of the Board of Directors of the Company, the Company shall issue and sell to the Consultant, and the Consultant shall purchase from the Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the \"Shares\") of common stock, $0.0001 par value, of the Company (\"Common Stock\"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Price Restrictions": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Minimum Commitment": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Volume Restriction": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Ip Ownership Assignment": "The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Joint Ip Ownership": "The Consultant further acknowledges that each original work of authorship which is made by the Consultant (solely or jointly with others) within the scope of this Agreement and which is protectable by copyright is a \"work made for hire,\" as that term is defined in the United States Copyright Act.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__License Grant": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Non-Transferable License": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Affiliate License-Licensor": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Affiliate License-Licensee": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Irrevocable Or Perpetual License": "The Consultant agrees that if, in the course of performing the Services, the Consultant incorporates into any Invention developed under this Agreement any preexisting invention, improvement, development, concept, discovery or other proprietary information owned by the Consultant or in which the Consultant has an interest (\"Prior Inventions\"), (i) the Consultant will inform the Company, in writing before incorporating such Prior Inventions into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Source Code Escrow": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Post-Termination Services": "All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Consultant shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) the termination of this Agreement.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Audit Rights": "However, upon reasonable notice, the Consultant shall meet with representatives of the Company at a location to be designated by the parties to this Agreement.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Uncapped Liability": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Cap On Liability": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Liquidated Damages": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Warranty Duration": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Insurance": "The Consultant shall be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers' compensation insurance coverage.", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Covenant Not To Sue": "", "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Third Party Beneficiary": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Document Name": "CELEBRITY ENDORSEMENT AGREEMENT", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Parties": "Bizzingo,", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Agreement Date": "March 14, 2012", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Effective Date": "March 14, 2012", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Expiration Date": "Unless sooner terminated under the provisions hereof, this Agreement shall commence on the Effective Date and continue for a period of one (1) year (\"Term\").", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Renewal Term": "provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Notice Period To Terminate Renewal": "provided however, that the Parties may extend the Term for an additional year period by entering into an written addendum of the Agreement extending such term.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Governing Law": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Most Favored Nation": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Non-Compete": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Exclusivity": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__No-Solicit Of Customers": "Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Competitive Restriction Exception": "In addition, any stock certificate representing such shares shall contain the restrictive legend set for on Schedule A may not be sold, transferred or hypothecated unless such transfer is pursuant to an effective registration statement or an exemption from such registration as verified by an opinion of counsel acceptable to Bizzingo.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__No-Solicit Of Employees": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Non-Disparagement": "Bizzingo shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Theismann or his or her legal representative upon the occurrence of any of the following: i. Theismann engages in illegal, immoral, or criminal conduct resulting in a felony conviction; misrepresents or conceals anything in his or her background that could be detrimental to the value of the endorsement being made; engages in conduct contrary to the best interests of Bizzingo;", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Termination For Convenience": "Theismann shall have the right to terminate this Agreement at any time upon thirty (30) days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Rofr/Rofo/Rofn": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Change Of Control": "In addition, any stock certificate representing such shares shall contain the restrictive legend set for on Schedule A may not be sold, transferred or hypothecated unless such transfer is pursuant to an effective registration statement or an exemption from such registration as verified by an opinion of counsel acceptable to Bizzingo.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Anti-Assignment": "Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Revenue/Profit Sharing": "In consideration for the rights granted hereunder and for the promotional appearances provided herein, Bizzingo, subject to the other terms and conditions herein, agrees to pay to Theismann during the Term the royalty recited in Schedule A (the \"Royalty\"). In addition, concurrent with the execution hereof, Bizzingo will pay Theismann the Initial Bonus described in Schedule A.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Price Restrictions": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Minimum Commitment": "Theismann shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Bizzingo upon the occurrence of any of the following:", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Volume Restriction": "It being the intent of the parties that no more than one (1) common stock purchase warrant shall be issued per Activated User, and by way of example, if on the last day of the first and second Royalty Periods, the Network has 500,000 and 1,500,000 Activated Users, respectively, Theismann shall receive 500,000 common stock purchase warrants for the first Royalty Period and an additional 1,000,000 common stock purchase warrants for the second Royalty Period.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Ip Ownership Assignment": "It being understood and agreed that Bizzingo shall have the right to exhibit commercials, infomercials, advertisements and otherwise make use of all Property on a worldwide basis and that Bizzingo and its affiliates shall be the sole owner of all commercials, promotional materials and other items produced or created hereunder and all related rights worldwide, including, without limitation, copyright, trademark and intellectual property rights, subject however to the terms and conditions herein.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Joint Ip Ownership": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__License Grant": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Non-Transferable License": "In addition, any stock certificate representing such shares shall contain the restrictive legend set for on Schedule A may not be sold, transferred or hypothecated unless such transfer is pursuant to an effective registration statement or an exemption from such registration as verified by an opinion of counsel acceptable to Bizzingo.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Affiliate License-Licensor": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Affiliate License-Licensee": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Unlimited/All-You-Can-Eat-License": "Subject to the terms and conditions set forth herein, Theismann hereby grants to Bizzingo and its affiliates the unlimited right and privilege during the Term (as defined herein) and within the Territory to use the Property (as defined herein) in connection with the advertisement, promotion, and sale of the Network in the Territory whether through film, television, radio, print and Internet media, including the right to use the Property in or on the Network.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Irrevocable Or Perpetual License": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Source Code Escrow": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Post-Termination Services": "All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Audit Rights": "Theismann or his representatives, at his cost and expense, shall have the right, upon reasonable notice and during normal business hours, to inspect Bizzingo's books and records and all other documents and material in Bizzingo's possession or control with respect to the determination of Royalties payable hereunder. Theismann shall have free and full access thereto for such purposes and may make copies thereof. All books and records relative to Bizzingo's obligations hereunder shall be maintained and made accessible to Theismann for inspection at a location in the United States for at least one year after termination of this Agreement.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Uncapped Liability": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Cap On Liability": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Liquidated Damages": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Warranty Duration": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Insurance": "In this regarding, within thirty (30) days from the execution of this Agreement, Bizzingo will secure an insurance policy with limits of $5,000,000 per event and $ 5,000,000 umbrella, naming Theismann as an additional insured, covering the losses and claims stated in this sub-paragraph d.", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Covenant Not To Sue": "", "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Third Party Beneficiary": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Document Name": "STRATEGIC ALLIANCE AGREEMENT", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Parties": "PHL VARIABLE INSURANCE COMPANY", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Agreement Date": "December 1, 2002", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Effective Date": "The date set forth in the introductory paragraph of this Agreement.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Expiration Date": "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\").", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Renewal Term": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Governing Law": "This Agreement shall be construed and its provisions interpreted under and in accordance with the internal Laws of the State of Connecticut, without giving effect to principles of conflict or choice of laws of that or any other jurisdiction.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Non-Compete": "Licensee shall not, during the term of this Agreement, or thereafter: (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks; (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore; (3) use, register or attempt to register any trademarks, trade names, logos, domain names, metatags, meta descriptors, or electronic mail (e-mail) addresses, server names, search-engine markers, that are identical to, or confusingly similar to the Trademarks or any other trademarks, trade names or domain names of Licensor or any of its subsidiaries or affiliated companies; - 38 - (4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and (5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Exclusivity": "Except as set forth in Section 10.01, PHLVIC and its Affiliates, as applicable, are the exclusive legal and beneficial owner of and have good and marketable title in and to the GIE and all intellectual property rights therein, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or character, including any claims for infringement of intellectual property rights.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers": "products or services to an ICC Client or Certificate Owner other than the GIE, if such ICC Client or Certificate Owner is identified from information any of the PHL Parties, any of their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, obtain pursuant to any of the Transaction Documents or any transaction contemplated thereunder.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees": "8.07.1.2 knowingly and intentionally induce, solicit, or encourage PHL GIE Persons to terminate their respective contracts, or otherwise change their relationship, with any of the PHL Parties or their Affiliates; or 8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE Persons.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement": "Licensee shall not, during the term of this Agreement, or thereafter: (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks; (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore; (3) use, register or attempt to register any trademarks, trade names, logos, domain names, metatags, meta descriptors, or electronic mail (e-mail) addresses, server names, search-engine markers, that are identical to, or confusingly similar to the Trademarks or any other trademarks, trade names or domain names of Licensor or any of its subsidiaries or affiliated companies; - 38 - (4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and (5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience": "By any of the PHL Parties, on the one hand, or ICC, on the other, providing one hundred and twenty (120) days prior written notice to the other Parties.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Change Of Control": "A Change of Control, as defined below, shall be considered an assignment under this Section 16.01 and Sections 16.02.1(c) (4) and 16.02.1(e)(4).", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment": "No Party shall assign this Agreement or any rights or obligations hereunder or, except as expressly set forth in the Agreement with respect to the PHL Services and Investors Capital Services, delegate any of their respective duties and obligations hereunder, without the prior written consent of the other Parties, which, in view of the unique and specialized nature of each Party's obligations hereunder, may be declined by any Investors Capital Party on the one hand or any PHL Party, on the other hand, as the case may be, for any reason. Any attempted assignment or delegation in violation of this Section shall be void.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions": "During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with any ICC Account that exists on the date ICC provides notice to PHL Variable of the proposed fee increase (such date, the \"Fee Increase Notice Date\") only upon receipt of the written consent of PHL Variable, which consent shall not be unreasonably withheld.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment": "Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee shall assign same to Licensor. e) Infringement Action: Licensor shall have the sole right to determine the appropriate action to be taken against any infringement, imitation, or unauthorized use of the Trademarks including having the sole discretion to settle any claims or any controversy arising out of any such claims. Licensee shall provide Licensor with such reasonable assistance as Licensor may require in obtaining any protection of Licensor's rights to the Trademarks at no expense to Licensor. Licensee shall not have any rights or claim against Licensor for damages or otherwise arising from any determination by Licensor to act or not to act with respect to any alleged infringement, imitation or unauthorized use by others, and any such determination by Licensor shall not affect the validity or enforceability of this Agreement. Any and all damages and settlements recovered arising from any action or proceeding shall belong solely and exclusively to Licensor. f) Assignment to LICENSOR: Upon request, Licensee shall transfer to Licensor any rights which accrue to Licensee arising from its use of the Trademarks or this Agreement.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__License Grant": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor": "Except as may be otherwise specified in its Trademark Consent, during the Term and subject to Section 9.02.5, the terms and conditions of the Trademark Consent, and the additional trademark terms and conditions set forth on Exhibit C (\"Trademark License Terms\"), ICC or its Affiliates, as applicable, shall grant to the PHL Parties and their Affiliates, as applicable, a non-exclusive limited license (a \"License\") to use the ICC Licensed Marks solely in connection with the performance of the duties and obligations of each of the PHL Parties and their Affiliates, as applicable, under the Transaction Documents.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee": "The PHL Parties may subcontract with one or more of their Affiliates for the performance of some or all of the PHL Services; provided, however, that no subcontract shall relieve any of the PHL Parties from any of their respective duties, obligations or liabilities under this Agreement and each of the PHL Parties shall remain responsible for all such duties, obligations and liabilities, whether or not performed in whole or in part by a subcontractor.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services": "Except as to termination of new business pursuant to Section 16.02 of this Agreement, this Agreement shall remain in effect for so long as any Certificate remains in force with respect to which benefit payments thereunder have not commenced; provided, however, that the Parties shall be obligated to fulfill their obligations under the Transaction Documents to which they are a party with respect to any Certificate that remains in force.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Audit Rights": "To monitor for Licensee's adherence to such obligations, Licensor shall have the right to inspect such materials from time to time through duly authorized representatives.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability": "IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability": "IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages": "IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN RELATION TO, ARISING OUT OF OR IN CONNECTION WITH THIS EXHIBIT OR THE TRADEMARKS.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration": "", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Insurance": "The certificate of insurance issued by PHL Variable to an ICC Customer pursuant to the Master Group Annuity Contract.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue": "Licensee shall not, during the term of this Agreement, or thereafter: (1) do or permit to be done any act or thing which prejudices, infringes or impairs the rights of Licensor with respect to the Trademarks; (2) represent that it has any right, title, or interest in or to the Trademarks, other than the limited license granted hereunder, or in any registration therefore; (3) use, register or attempt to register any trademarks, trade names, logos, domain names, metatags, meta descriptors, or electronic mail (e-mail) addresses, server names, search-engine markers, that are identical to, or confusingly similar to the Trademarks or any other trademarks, trade names or domain names of Licensor or any of its subsidiaries or affiliated companies; - 38 - (4) do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; and (5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.", "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary": "provided, however, that the Investors Capital Indemnitees and the PHL Indemnitees are expressly intended to be third-party beneficiaries under this Agreement.", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Document Name": "JOINT FILING AGREEMENT", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Parties": "ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE LIFE RE LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE HOLDING LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO INSURANCE SOLUTIONS GROUP LP", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Agreement Date": "July 6, 2020.", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Effective Date": "July 6, 2020.", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Expiration Date": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Renewal Term": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Governing Law": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Most Favored Nation": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Compete": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Exclusivity": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__No-Solicit Of Customers": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Competitive Restriction Exception": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__No-Solicit Of Employees": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Disparagement": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Termination For Convenience": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Change Of Control": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Anti-Assignment": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Revenue/Profit Sharing": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Price Restrictions": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Minimum Commitment": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Volume Restriction": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Ip Ownership Assignment": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Joint Ip Ownership": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__License Grant": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Transferable License": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Affiliate License-Licensor": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Affiliate License-Licensee": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Source Code Escrow": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Post-Termination Services": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Audit Rights": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Uncapped Liability": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Cap On Liability": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Liquidated Damages": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Warranty Duration": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Insurance": "ATHENE ANNUITY AND LIFE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE ANNUITY & LIFE ASSURANCE COMPANY By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE USA CORPORATION By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE LIFE RE LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory ATHENE HOLDING LTD. By: Apollo Insurance Solutions Group LP, its investment adviser By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO INSURANCE SOLUTIONS GROUP LP", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Covenant Not To Sue": "", "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Third Party Beneficiary": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Document Name": "SUPPLY AGREEMENT", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Parties": "Customer and Philips hereinafter also collectively referred to as the \"Parties\" and individually as a \"Party\".", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Agreement Date": "July 31, 2017", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Effective Date": "July 31, 2017", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Expiration Date": "This Agreement shall come into force on the Effective Date and shall remain in force and effect for a period of [Redacted - Commercially Sensitive - Term Details] , unless this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure), or (ii) by the mutual written consent of the Parties (the \"Term\").", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Renewal Term": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Notice Period To Terminate Renewal": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Governing Law": "This Agreement (including any dispute hereunder) and the documents to be entered into pursuant to it, save as expressly otherwise provided therein, will be governed by and construed in accordance with the Laws of the Netherlands.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Most Favored Nation": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Non-Compete": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Exclusivity": "The Parties intend for the express terms and conditions contained in this Agreement, including the Quality Agreement and any Schedules and Exhibits hereto or thereto, and in any Purchase Order that are consistent with the terms and conditions of this Agreement to exclusively govern and control each of the Parties' respective rights and obligations regarding the manufacture, purchase and sale of the Products, and the Parties' agreement is expressly limited to such terms and conditions.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__No-Solicit Of Customers": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Competitive Restriction Exception": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__No-Solicit Of Employees": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Non-Disparagement": "which may adversely affect the goodwill or reputation of Customer or Philips;", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Termination For Convenience": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Rofr/Rofo/Rofn": "Notwithstanding Customer's obligations pursuant to clauses 3.1 and 3.4, the first [Redacted - Commercially Sensitive] of each Forecast shall constitute a binding commitment of Customer to purchase the quantities of Products set forth in the relevant Forecast for such [Redacted - Commercially Sensitive] period.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Change Of Control": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Anti-Assignment": "This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business activity is to participate.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Revenue/Profit Sharing": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Price Restrictions": "Customer shall have the right to increase or decrease, as the case may be, the [Redacted- Commercially Sensitive] Forecast only within the limitations set forth in the Production Plan per quarter.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Minimum Commitment": "Notwithstanding Customer's obligations pursuant to clauses 3.1 and 3.4, the first [Redacted - Commercially Sensitive] of each Forecast shall constitute a binding commitment of Customer to purchase the quantities of Products set forth in the relevant Forecast for such [Redacted - Commercially Sensitive] period.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Volume Restriction": "Philips shall not be held liable for rejecting any Purchase Order through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Ip Ownership Assignment": "Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer, and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Joint Ip Ownership": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__License Grant": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Non-Transferable License": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Affiliate License-Licensor": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Affiliate License-Licensee": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Irrevocable Or Perpetual License": "Customer grants to Philips, during the Term, a non-exclusive, royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice Customer's Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer pursuant to this Agreement.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Source Code Escrow": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Post-Termination Services": "On termination or expiry of this Agreement Philips shall facilitate an orderly transition of suppliers from Philips to Customer in accordance with the requirements outlined in Section 5.4 (Material Supplier Contracts) of the Purchase Agreement, including using commercially reasonable best efforts to assist Customer to enter into supply agreements directly with the counterparties to the Material Supplier Contracts (as defined in the Purchase Agreement) on terms that are satisfactory to the Customer, acting reasonably.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Audit Rights": "Upon request of any Governmental Authority or any third party entity authorized by a Governmental Authority, such entity shall, for the purpose of regulatory review and compliance, have access to observe and inspect the: (i) facilities of Philips; and (ii) manufacturing, testing, storage and preparation for shipment of Product, including development operations in respect of manufacturing, and auditing the Philips facility for compliance with applicable Laws.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Uncapped Liability": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Cap On Liability": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Liquidated Damages": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Warranty Duration": "Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Insurance": "Philips shall fully comply with the terms of the Quality Agreement regarding its obligations and responsibilities with respect to maintaining the required level of insurance.", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Covenant Not To Sue": "", "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Third Party Beneficiary": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Document Name": "OUTSOURCING AGREEMENT", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Parties": "Tri City National Bank,", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Agreement Date": "16th day of February, 1998,", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Effective Date": "16th day of February, 1998,", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Expiration Date": "The initial term of this Agreement shall be the Term, unless extended or earlier terminated in accordance with this Agreement.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Renewal Term": "Unless this Agreement has been earlier terminated, at least eighteen (18) months prior to the expiration of the Term, M&I shall submit to Customer a written proposal for renewal of this Agreement. Customer will respond to such proposal within six (6) months following receipt and inform M&I in writing whether or not Customer desires to renew this Agreement. If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Notice Period To Terminate Renewal": "If M&I and Customer are unable to agree upon the terms for renewal of this Agreement at least six (6) months prior to the expiration of the Term, then Customer may, at its option, renew this Agreement for one (1) twelve month period at the then-current terms and conditions of this Agreement.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Governing Law": "The validity, construction and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the internal laws of the State of Wisconsin, excluding its principles of conflict of laws.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Most Favored Nation": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Non-Compete": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party, (2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties, or (3) use any portion of the source code to process data under any application or functionality other than those applications or functionalities which were being provided by M&I to Customer at the time Customer became entitled to receive a copy of the source code.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Exclusivity": "In the event Customer obtains a copy of the source code pursuant to Section 23.4 above, Customer (or its designee) shall use the source code during the term of the license granted herein solely for Customer's own internal processing and computing needs and to process the Customer Data, but shall not (1) distribute, sell, transfer, assign or sublicense the source code or any parts thereof to any third party, (2) use the source code in any manner to provide service bureau, time sharing or other computer services to third parties, or (3) use any portion of the source code to process data under any application or functionality other than those applications or functionalities which were being provided by M&I to Customer at the time Customer became entitled to receive a copy of the source code.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__No-Solicit Of Customers": "Neither party shall solicit the employees of the other party during the Term of this Agreement, for any reason.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Competitive Restriction Exception": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__No-Solicit Of Employees": "Neither party shall solicit the employees of the other party during the Term of this Agreement, for any reason.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Non-Disparagement": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Termination For Convenience": "Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Rofr/Rofo/Rofn": "Customer agrees that M&I will have the opportunity to bid on and be considered for all software development, maintenance and other technology projects related to the Services that Customer wishes to implement.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Change Of Control": "\"Change in Control\" shall mean any event or series of events by which (i) any person or entity or group of persons or entities shall acquire Control of another person or entity or (ii) in the case of a corporation, during any period of 12 consecutive months commencing before or after the date hereof, individuals who at the beginning of such 12-month period were directors of such corporation shall cease for any reason to constitute a majority of the board of directors of such corporation.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Anti-Assignment": "This Agreement may not be assigned by either party, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided that (a) M&I's consent need not be obtained in connection with the assignment of this Agreement pursuant to a merger in which Customer is a party and as a result of which the surviving corporation becomes an Affiliate of another bank holding company, bank, savings and loan association or other financial institution having a capital and surplus of at least $100,000,000 so long as the provisions of Section 21.11 are complied with and (b) M&I may freely assign this Agreement (i) in connection with a merger, corporate reorganization or sale of all or substantially all of its assets, stock or securities, or (ii) to any entity which is a successor to the assets or the business of the M&I Data Services division of M&I.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Revenue/Profit Sharing": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Price Restrictions": "In the event a Service provided as part of the monthly Base Fee is terminated by M&I, the parties agree to negotiate in good faith an appropriate reduction in the monthly Base Fee.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Minimum Commitment": "M&I will ensure that its on-line computing facilities are available for the processing of Customer's on-line transactions at a minimum of ninety-seven point five percent (97.5%) of the time, as prescribed by Customer, measured over a calendar month at the point of departure from M&I's communications controller.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Volume Restriction": "M&I will process transactions in an average of 2.5 seconds for teller transactions (not to exceed six (6) seconds for five percent (5%) of all transactions per month) and in an average of three point five (3.5) seconds (not to exceed seven (7) seconds for five percent (5%) of all transactions per month) for bank operations CRT transactions as measured over a calendar month, from the time the transaction is sent by the Customer's controller or gateway to the time the processed data is returned to the Customer's controller or gateway.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Ip Ownership Assignment": "Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I (\"Developed Software\").", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Joint Ip Ownership": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__License Grant": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events: A. M&I ceases to do business or refuses to provide the Services to Customer; or B. A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Non-Transferable License": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events: A. M&I ceases to do business or refuses to provide the Services to Customer; or B. A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Affiliate License-Licensor": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Affiliate License-Licensee": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Irrevocable Or Perpetual License": "M&I hereby grants to Customer a non-exclusive, non-transferable license, through the end of the Term, to use the source code (including the right to make modifications thereto) on the terms and conditions set forth in this Article 23, upon payment of the then current license fees and the occurrence of the following events: A. M&I ceases to do business or refuses to provide the Services to Customer; or B. A voluntary or involuntary petition is commenced by or against M&I under any federal or state bankruptcy law, or a trustee in bankruptcy fails to timely assume this Agreement as an executory contract, or a substantial part of M&I's property or assets become subject to levy or seizure by any creditor and, in the case of an involuntary petition, the same is not dismissed within sixty (60) days after filing.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Source Code Escrow": "M&I has entered into a Master Preferred Escrow Agreement (\"Escrow Agreement\") with Data Securities International, Inc. (\"DSI\"), Account no. 1309046-0001, pursuant to which M&I has deposited with DSI the source code for the IBS Licensed Software (the \"IBS Software\"). 23.2 Copy of Source Code. M&I agrees that Customer shall have the right to obtain a copy of the source code for the IBS Software pursuant to the terms and conditions of this Article 23. 23.3 Cost of Escrow. M&I shall be responsible for the cost of maintaining and updating the source code escrow including any fees to be paid to DSI.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Post-Termination Services": "Commencing six (6) months prior to the expiration of the Term of this Agreement, or upon any termination of this Agreement for any reason, M&I shall provide Customer, at Customer's expense, all necessary assistance to allow the Services to continue without interruption or adverse affect to Customer and to facilitate the orderly transition of Services to Customer or its designee (\"Termination Assistance\"). At the written request of Customer, given at least 100 days prior to expiration of the Term of the Agreement, M&I shall continue to provide Customer all Services at the rates set forth in this Agreement, for a maximum period of six (6) months.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Audit Rights": "M&I shall cause a third party review of its data processing center, the Operations Center, and related internal controls to be conducted annually by its independent auditors.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Uncapped Liability": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Cap On Liability": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Liquidated Damages": "Customer may terminate this Agreement during the Term upon at least one (1) years' written notice to M&I, provided that Customer pays M&I an early termination fee (\"Termination for Convenience Fee\") in an amount equal to REDACTED of the Estimated Remaining Value.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Warranty Duration": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Insurance": "Throughout the Term of this Agreement, M&I shall maintain at all times at its own cost and expense: 1. Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual liability and independent contractors, with primary limits of not less than two million dollars ($2,000,000). 2. Fidelity Insurance covering employee dishonesty with respect to all aspects of the Services, in an amount not less than ten million dollars ($10,000,000). 3. Workers' Compensation Insurance as mandated or allowed by the state in which the Services are being performed, including at least five hundred thousand dollars ($500,000) coverage for Employer's Liability. 4. All Risk Property Insurance in an amount adequate to cover the cost of replacement of all equipment, improvements, and betterments at M&I locations in the event of loss or damage.", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Covenant Not To Sue": "", "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Third Party Beneficiary": "Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Customer and M&I.", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Document Name": "Cooperation Agreement", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Parties": "MG Capital Management Ltd., a Cayman Islands company limited by shares (\"MG Capital\"), Percy Rockdale LLC,", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Agreement Date": "May 13, 2020,", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Effective Date": "May 13, 2020,", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Expiration Date": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Renewal Term": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Governing Law": "THIS AGREEMENT WILL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Most Favored Nation": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Non-Compete": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Exclusivity": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Customers": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Competitive Restriction Exception": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Employees": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Non-Disparagement": "The MG Capital Parties hereby agree that during the Standstill Period, none of the MG Capital Parties nor any of their Affiliates and Associates will, and they will cause each of their Affiliates and Associates not to, as applicable, directly or indirectly, alone or in concert with others, in any manner, but expressly subject, in each case, to the provisions of Section 3(b) below:", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Termination For Convenience": "This Agreement will terminate upon the earlier of: (i) the conclusion of the Standstill Period or (ii) delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after ten (10) calendar days of notice of such breach.", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Change Of Control": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Anti-Assignment": "No Party may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, and any assignment in contravention hereof will be null and void.", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Revenue/Profit Sharing": "WHEREAS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof;", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Price Restrictions": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Minimum Commitment": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Volume Restriction": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Ip Ownership Assignment": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Joint Ip Ownership": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__License Grant": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Non-Transferable License": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensor": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensee": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Source Code Escrow": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Post-Termination Services": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Audit Rights": "(x) make any request for stockholder list materials or other books and records of the Company in the MG Capital Parties' capacity as stockholders of the Company;", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Uncapped Liability": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Cap On Liability": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Liquidated Damages": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Warranty Duration": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Insurance": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Covenant Not To Sue": "", "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Third Party Beneficiary": "WHEREAS, as of the date hereof, the MG Capital Parties may be deemed to beneficially own 2,703,537 shares of the Company's common stock, $0.001 par value per share (the \"Common Stock\"), which represents approximately 5.8% of the Common Stock issued and outstanding on the date hereof;", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Document Name": "SECOND AMENDED AND RESTATED EXCLUSIVE AGENCY AND MARKETING AGREEMENT", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Parties": "The Scotts Company LLC,", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Agreement Date": "September 30, 1998", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Effective Date": "\"Effective Date\" means September 30, 1998.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Expiration Date": "This Agreement shall commence as of the Effective Date and shall continue unless and until terminated as provided herein.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Renewal Term": "", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Notice Period To Terminate Renewal": "", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Governing Law": "The validity, interpretation and performance of this Agreement and any dispute connected with this Agreement will be governed by and determined in accordance with the statutory, regulatory and decisional law of the State of Delaware (exclusive of such state's choice of laws or conflicts of laws rules) and, to the extent applicable, the federal statutory, regulatory and decisional law of the United States.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Most Favored Nation": "\"Roundup Superior Offer\" means a bona fide written offer with respect to a Roundup Sale, which the board of directors of Monsanto (or its authorized delegates) determines (i) is more favorable, taking into account all relevant legal, financial and regulatory aspects, to Monsanto's stockholders than the transactions contemplated by the most recent proposal made by the Agent with respect to a Roundup Sale, taking into account the contents of all information and documentation delivered in connection with such proposal; provided, that, in determining whether the price terms of such bona fide written offer are more favorable, the board of directors of Monsanto (or its authorized delegates) may not discount the Agent's most recent proposal as a result of the fact that the Termination Fee is an offset or credit against the total purchase price; (ii) the failure of the board of directors of Monsanto (or its authorized delegates) to approve or recommend such offer would be inconsistent with its fiduciary duties under applicable law; (iii) the financing for which is fully committed or reasonably likely to be obtained; and (iv) is reasonably expected to be consummated on a timely basis.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Non-Compete": "In the event of a termination of this Agreement by Monsanto pursuant to Section 10.4(a)(2) hereof, or by the Agent pursuant to Section 10.6(c)(1) hereof, then notwithstanding the provisions of Section 6.13 hereof, either party may, no earlier than three (3) years prior to the expiration of the Noncompetition Period, commence non- commercial activities (including formulation development, regulatory registrations, packaging and delivery systems development, and advertising and promotional material development and any other activities not prohibited by Section 6.13 of this Agreement during the Noncompetition Period, but excluding consumer-facing efforts or communications) for the sole purpose of such party's preparation to launch any competing product upon expiration of the Noncompetition Period; and provided, that either party may, no earlier than twelve (12) months prior to the expiration of the Noncompetition Period, engage with retail customers for the sole purpose of selling-in competing products (provided that no product may be shipped to a retail customer or distributor prior to the end of the Noncompetition Period).", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Exclusivity": "The Agent hereby grants to Monsanto exclusive access to the registrations for an acetic acid/citric acid nonselective weedkiller formulation in Canada.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __No-Solicit Of Customers": "During the Exclusive Roundup Sale Period, neither Monsanto nor any of its Affiliates shall, directly or indirectly through its or their agents, employees or representatives or otherwise, solicit, or cause the solicitation of, or in any way encourage the making of, any offer, proposal or indication of interest involving a Roundup Sale or negotiate with, respond to any inquiry from (except for \"no comment\" or another statement agreed to by the Agent), cooperate with or furnish or cause or authorize to be furnished any information to, any third party or its agents, employees or representatives with respect thereto, or disclose to any third party that a Roundup Sale Notice has been provided to the Agent.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Competitive Restriction Exception": "In the event of a termination of this Agreement by Monsanto pursuant to Section 10.4(a)(2) hereof, or by the Agent pursuant to Section 10.6(c)(1) hereof, then notwithstanding the provisions of Section 6.13 hereof, either party may, no earlier than three (3) years prior to the expiration of the Noncompetition Period, commence non- commercial activities (including formulation development, regulatory registrations, packaging and delivery systems development, and advertising and promotional material development and any other activities not prohibited by Section 6.13 of this Agreement during the Noncompetition Period, but excluding consumer-facing efforts or communications) for the sole purpose of such party's preparation to launch any competing product upon expiration of the Noncompetition Period; and provided, that either party may, no earlier than twelve (12) months prior to the expiration of the Noncompetition Period, engage with retail customers for the sole purpose of selling-in competing products (provided that no product may be shipped to a retail customer or distributor prior to the end of the Noncompetition Period).", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __No-Solicit Of Employees": "Monsanto agrees that for the duration of the Noncompetition Period and for the two years thereafter, without the prior written consent of the Agent, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person 37 then employed by the Agent or any of its Affiliates or (ii) knowingly employ any employee of the Agent or any of its Affiliates who voluntarily terminates such employment with the Agent (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Non-Disparagement": "The parties will ensure that marketing, promotional and selling plans promote the sale of the Natural Products in a manner that is consistent with this Agreement and complementary to Roundup Products, and does not directly or indirectly disparage or advertise against Roundup Products, as set forth in this Agreement.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Termination For Convenience": "(2) A Change of Control with respect to Monsanto or a Roundup Sale, in each case, by giving the Agent a notice of termination, such termination to be effective at the end of the fifth (5th) full Program Year after such notice is provided.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Rofr/Rofo/Rofn": "During the term of this Agreement, Monsanto covenants and agrees to first offer (the \"Product Offer\") to the Agent, with respect to the Included Markets, the exclusive agency and distribution rights to any newly created non-selective herbicide product, which is not marketed for Lawn and Garden Use as of the date of this Agreement, and which Monsanto, in its exclusive, reasonable discretion, determines to be suitable for sale as a new product for Lawn and Garden Use (the \"New Product\"); provided, however, that for the Lawn and Garden Market, that any new product containing Glyphosate or another non- selective herbicide shall be considered to be a New Product.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Change Of Control": "\"Change of Control\" means, with respect to a Person, (i) the acquisition after the date hereof by any individual (or group of individuals acting in concert), corporation, company, association, joint venture or other entity, of beneficial ownership of 50% or more of the voting securities of such Person; or (ii) the consummation by such Person of a reorganization, merger or consolidation, or exchange of shares or sale or other disposition of all or substantially all of the assets of such Person, if immediately after giving effect to such transaction the individuals or entities who beneficially own voting securities immediately prior to such transaction beneficially own in the aggregate less than 50% of such voting securities immediately following such transaction; or (iii) the consummation by such Person of the sale or other disposition of all or substantially all of the assets of such Person other than to an Affiliate of such Person; or (iv) the consummation by such Person of a plan of complete liquidation or dissolution of such Person.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Anti-Assignment": "Except as set forth in this Section 11.8 or Section 2.3, and except for a Change of Control under Section 10.4(b)(7) that does not provide Monsanto termination rights under this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be transferred, delegated, or assigned by a party (by operation of law or otherwise) without the prior written consent of the other party.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Revenue/Profit Sharing": "In consideration to the Agent for performance of its duties and obligations hereunder, the Agent shall be entitled to a Commission (\"Commission\"). Such Commission shall represent a percentage of the Program EBIT realized by the Roundup L&G Business which percentage shall be (i) for Program Years 2017 and 2018, 50% of the Program EBIT and (ii) for Program Years 2019 and thereafter, 50% of the Program EBIT in excess of $40MM (such $40MM threshold, the \"Commission Threshold\").", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Price Restrictions": "The Adjusted Transfer Price shall be the Transfer Price for the three full Program Years following the date that the Adjusted Transfer Price is determined (the \"Fixed Period\") and the Transfer Price shall not be subject to review or adjustment during the Fixed Period.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Minimum Commitment": "", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Volume Restriction": "Depositions shall be held within 30 days of the making of a request, and shall be limited to a maximum of number of hours' duration as may be mutually agreed to by the parties, or in the absence of such agreement as may be determined by the Arbitrators.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Ip Ownership Assignment": "Monsanto further acknowledges that the designs, graphics, packaging designs and other intellectual property, including trade dress and copyright, in the labels and packaging for the Additional Roundup Products or in association with the Additional Roundup Products Trademarks (the \"Additional Roundup Products Trade Dress\") are the exclusive property of the respective trade dress owners and that Monsanto has no right, title or interest in or to the Additional Roundup Products Trade Dress.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Joint Ip Ownership": "For purposes of contract interpretation the parties to this Agreement agree they are joint authors and draftspersons of this Agreement.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __License Grant": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Non-Transferable License": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Affiliate License-Licensor": "The Agent hereby grants Monsanto an exclusive (even with respect to the Agent and its Affiliates), non- transferrable, royalty-free license and right to use the trademarks EcoSense and Path Clear (Trademark Application No. 1430287) in Canada (such trademarks, the \"Canada Marks\"), only in connection with Natural Products (as defined below) in the natural non-selective weedkiller category for Lawn & Garden Use during the term of this Agreement.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Affiliate License-Licensee": "Monsanto shall have the right to transfer and assign its rights, interests and obligations hereunder to any of its Affiliates; provided, that Monsanto shall remain liable for the performance of its obligations hereunder, and provided, further, that any such Affiliate shall be subject to the provisions of this Agreement as if it were the original party hereto, including, without limitation, this Section 11.8;", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Unlimited/All-You-Can-Eat-License": "", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Irrevocable Or Perpetual License": "Access to the then-current registrations shall continue in perpetuity, on a nonexclusive basis, following any future termination or expiration of this Agreement, enabling Monsanto or its successors to market and sell such formulations following such termination under trademarks that are different from the trademarks licensed to Monsanto pursuant to Section 6.10(c).", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Source Code Escrow": "", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Post-Termination Services": "Access to the then-current registrations shall continue in perpetuity, on a nonexclusive basis, following any future termination or expiration of this Agreement, enabling Monsanto or its successors to market and sell such formulations following such termination under trademarks that are different from the trademarks licensed to Monsanto pursuant to Section 6.10(c).", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Audit Rights": "Monsanto shall have the right to periodically audit or have an independent accountant audit, on Monsanto's behalf, all the Roundup Records.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Uncapped Liability": "In the case of termination by Monsanto upon any of the Events of Default specified in Sections 10.4(b) (6), (7) and (9), the remedies of Monsanto shall be limited to (i) termination of this Agreement and (ii) the recovery of reasonable and customary out-of-pocket expenses incurred by Monsanto in transferring the Agent's duties hereunder to a new agent; provided that in no case shall the amount of expenses recoverable under this provision exceed $20MM.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Cap On Liability": "In the case of termination by Monsanto upon any of the Events of Default specified in Sections 10.4(b) (6), (7) and (9), the remedies of Monsanto shall be limited to (i) termination of this Agreement and (ii) the recovery of reasonable and customary out-of-pocket expenses incurred by Monsanto in transferring the Agent's duties hereunder to a new agent; provided that in no case shall the amount of expenses recoverable under this provision exceed $20MM.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Liquidated Damages": "Upon termination of this Agreement by the Agent pursuant to Section 10.5(a), Monsanto shall pay to the Agent the Termination Fee applicable pursuant to the Table set forth in Section 10.4(d).", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Warranty Duration": "", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Insurance": "The Agent, shall, during the term of this Agreement, maintain full insurance against the risk of loss or damages to the Roundup Products for any Agents' warehouse where Roundup Products are under the custody of the Agent and, upon request, shall furnish Monsanto with satisfactory evidence of the maintenance of said insurance.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Covenant Not To Sue": "Monsanto further agrees that it will in no way dispute, impugn or attack the validity of the Additional Roundup Products Trademarks or the respective owner's rights thereto.", "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Third Party Beneficiary": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Document Name": "FRANCHISE DEVELOPMENT AGREEMENT (\"Agreement\")", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Parties": "(referred to herein as \"El Pollo Loco\" or \"Franchisor\")", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Agreement Date": "_____________________,", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Effective Date": "This Agreement shall commence on the date specified in Exhibit \"B\".", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Expiration Date": "Unless terminated pursuant to Section 10 or 11 below, it shall expire upon the earlier of the date specified in Exhibit \"B\" or upon the opening of the last El Pollo Loco\u00ae Restaurant listed in the Development Schedule.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Renewal Term": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Notice Period To Terminate Renewal": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Governing Law": "This Agreement, after review by Developer and El Pollo Loco, was accepted in the state in which Franchisor's then-current headquarters (currently the State of California) is located and shall be governed by and construed in accordance with the laws of such state, except that the provisions in Section 20.1 covering competition following the expiration, termination or assignment of this Agreement shall be governed by the laws of the state in which the breach occurs.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Most Favored Nation": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Non-Compete": "To further protect the El Pollo Loco\u00ae System while this Agreement is in effect, Developer and each officer, director, shareholder, member, manager, partner and other equity owner, as applicable, of Developer, if Developer is an entity, shall neither directly nor indirectly own, operate, control or any financial interest in any other business which would constitute a \"Competitive Business\" (as hereinafter defined) without the prior written consent of Franchisor; provided further, that Franchisor may, as its sole and absolute right, consent to the Developer's continued operation of any business already in existence and operating at the time of execution of this Agreement.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Exclusivity": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__No-Solicit Of Customers": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Competitive Restriction Exception": "The lease or deed may not contain a non-competition covenant which restricts Franchisor or any franchisee or licensee of Franchisor, from operating an El Pollo Loco\u00ae Restaurant or any other retail restaurant, unless such covenant is approved by Franchisor in writing prior to the execution by Developer of the lease.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__No-Solicit Of Employees": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Non-Disparagement": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Termination For Convenience": "If Franchisor is entitled to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, Franchisor shall have the right to undertake the following action instead of terminating this Agreement: a. Franchisor may terminate or modify any rights that Developer may have with respect to protected exclusive rights in the Territory, as granted under Section 1.1 above, effective ten (10) days after delivery of written notice thereof to Developer.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Rofr/Rofo/Rofn": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Change Of Control": "For purposes of this Section, a sale of stock, or any membership or partnership interest in Developer, or a merger or other combination of Developer shall be considered a transfer of Developer's interest prohibited hereunder.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Anti-Assignment": "Therefore, the rights, privileges and interests of Developer under this Agreement shall not be assigned, sold, transferred, leased, divided or encumbered, voluntarily or involuntarily, in whole or in part, by operation of law or otherwise without the prior written consent of El Pollo Loco, which consent may be given or withheld as El Pollo Loco's sole and absolute right.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Revenue/Profit Sharing": "Developer shall pay to Franchisor upon execution of this Agreement a non-refundable Development Fee (the \"Development Fee\") equal to Twenty Thousand Dollars ($20,000) in immediately available funds, for each El Pollo Loco\u00ae Restaurant to be developed under this Agreement.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Price Restrictions": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Minimum Commitment": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Volume Restriction": "If Developer proposes, and Franchisor evaluates, more than two (2) sites for each El Pollo Loco\u00ae Restaurant, then Developer shall reimburse Franchisor for the reasonable costs and expenses incurred by Franchisor's representatives in connection with the evaluation of such additional proposed site(s), including, without limitation, the costs of lodging, travel, meals and wages.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Ip Ownership Assignment": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Joint Ip Ownership": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__License Grant": "Franchisor hereby grants to Developer, subject to the terms and conditions of this Agreement (if Section 2.20 is applicable add \", and specifically Section 2.20 hereof,\") and as long as Developer shall not be in default of this Agreement or any other development, franchise or other agreement between Developer and Franchisor, (non-exclusive/exclusive) development rights to establish and operate ____ franchised restaurant(s), and to use the El Pollo Loco\u00ae System solely in connection therewith, at specific locations to be designated in separate Franchise Agreement(s) (the \"Franchise Agreements\").", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Non-Transferable License": "Any assignment, transfer or sublicense of this Agreement by Developer without the prior written consent of El Pollo Loco.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Affiliate License-Licensor": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Affiliate License-Licensee": "Agreement and during the term of this Agreement, and so long as Developer is in compliance with its obligations under this Agreement, Franchisor shall neither, without Developer's prior written consent: (i) grant development rights to anyone else with respect to the Territory or any part of the Territory; nor (ii) establish or franchise any person to establish an El Pollo Loco restaurant under the Marks and System at any location within the Territory.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Unlimited/All-You-Can-Eat-License": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Irrevocable Or Perpetual License": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Source Code Escrow": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Post-Termination Services": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Audit Rights": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Uncapped Liability": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Cap On Liability": "Under no circumstances shall Franchisor be liable for any act, omission, contract, debt, or any other obligation of Developer.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Liquidated Damages": "In such event, the Development Fee shall be forfeited to Franchisor in consideration of the rights granted in the Territory up to the time of termination.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Warranty Duration": "", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Insurance": "Throughout the term of this Agreement, Developer shall obtain and maintain insurance coverage for public liability, including products liability, in the amount of at least One Million Dollars ($1,000,000) combined single limit.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Covenant Not To Sue": "In addition, Developer covenants that, except as otherwise approved in writing by the Franchisor, Developer shall not, for a continuous, uninterrupted period commencing upon the expiration, termination or assignment of this Agreement, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, control or have any financial interest in any Competitive Business which is located or has outlets or restaurant units within the Territory.", "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Third Party Beneficiary": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Document Name": "JOINT VENTURE AGREEMENT", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Parties": "Pivotal Self Service Tech, Inc. (\"PVSS\"),", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Agreement Date": "1st of March, 2003,", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Effective Date": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Expiration Date": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Renewal Term": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Notice Period To Terminate Renewal": "The Joint Venture shall commence on the 1st of March, 2003, and shall be effective until February 28, 2004 unless extended by written agreement of the Joint Venturers not less than thirty (30) days prior to scheduled termination.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Governing Law": "The Joint Venturers declare that in entering into this Agreement, they have contracted with reference to the laws of the Commonwealth of Pennsylvania, and the construction and interpretation of the terms and provisions of this Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, except in such cases and to such extent as the laws of another jurisdiction shall necessarily control.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Most Favored Nation": "3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Non-Compete": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Exclusivity": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__No-Solicit Of Customers": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Competitive Restriction Exception": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__No-Solicit Of Employees": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Non-Disparagement": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Termination For Convenience": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Rofr/Rofo/Rofn": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Change Of Control": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Anti-Assignment": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Revenue/Profit Sharing": "All income and credits, and all losses and deductions shall be owned and shared among the Joint Venturers as follows: 50% to Collectible Concepts Group, Inc. 50% to Pivotal Self Service Tech, Inc.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Price Restrictions": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Minimum Commitment": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Volume Restriction": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Ip Ownership Assignment": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Joint Ip Ownership": "No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__License Grant": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Non-Transferable License": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Affiliate License-Licensor": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Affiliate License-Licensee": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Irrevocable Or Perpetual License": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Source Code Escrow": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Post-Termination Services": "Then, any unexpended portion of Joint Venture funds shall be distributed to the Joint Venturers in accordance with their prorata ownership in the Joint Venture and all other assets of the Joint Venture shall be distributed as undivided interests to the Joint Venturers ratably according to their prorata interests in the Joint Venture as set forth in Section 6.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Audit Rights": "If requested by a Joint Venturer, the Joint Venture books and records shall be audited as of the close of each year by an independent accountant acceptable to both Joint Venturers.", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Uncapped Liability": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Cap On Liability": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Liquidated Damages": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Warranty Duration": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Insurance": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Covenant Not To Sue": "", "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Third Party Beneficiary": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Document Name": "SUPPLY AGREEMENT", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Parties": "PcoMed,", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Agreement Date": "15th day of May, 2013", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Effective Date": "15th day of May, 2013", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Expiration Date": "The initial term of this Agreement (the \"Initial Term\") shall commence on the Effective Date and shall end on the date that payment is due for Minimum Payment Period 7, pursuant to Section 2.4 hereof and as set forth in Attachment B hereof, unless earlier terminated as provided herein.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Renewal Term": "Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Notice Period To Terminate Renewal": "Thereafter, this Agreement may be renewed for such periods of time and under such terms and conditions as are mutually agreed to in writing and pursuant to Section 12.7.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Governing Law": "This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Most Favored Nation": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Non-Compete": "The Settlement Agreement and Mutual Release between *** and *** does not contain a covenant-non-compete applicable to *** and, to the best of PcoMed's current knowledge, *** is not subject to any covenant-non-compete that would prevent is employment with PcoMed.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Exclusivity": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__No-Solicit Of Customers": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Competitive Restriction Exception": "If PcoMed makes such election, the Right shall be a nonexclusive right at the end of such 45-day cure period, and PcoMed may thereafter allow other Third Parties to use the PcoMed Surface Modification Technology in products that are in competition with the Integra Products.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__No-Solicit Of Employees": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Non-Disparagement": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Termination For Convenience": "Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows:", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Rofr/Rofo/Rofn": "PcoMed shall notify Integra of its intent to take any such action. If Integra desires PcoMed to take any such action, Integra shall notify PcoMed of such desire in writing and PcoMed shall have ninety (90) days in which to notify Integra whether it decides to take any action, if it has not already so notified Integra.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Change Of Control": "Notwithstanding the foregoing, no such consent shall be required for either party to assign this Agreement (i) to an Affiliate provided the party to this Agreement continues to be liable for all obligations hereunder, or (ii) in connection with a merger or sale of all or substantially all of the assets of such party to which this Agreement relates, provided in the case of (ii) the successor or assignee assumes all liabilities hereunder.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Anti-Assignment": "Neither party shall assign their respective rights under this Agreement without the prior written consent of the other party.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Revenue/Profit Sharing": "Subject to Section 2.2(c), for so long as the Agreement has not been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates. Subject to Section 2.2(c), for so long as Integra's Rights under the Agreement have been converted to a non-exclusive arrangement under the provisions of Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Treated Integra Product Sold by Integra or its Affiliates.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Price Restrictions": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Minimum Commitment": "In the event that Integra fails to satisfy the Minimum Payment for any Minimum Payment Period, PcoMed may, at its sole election, give notice, as set forth in Section 3.2, for conversion of Integra's exclusive arrangement under Section 3.1 to a non-exclusive arrangement.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Volume Restriction": "Integra shall pay PcoMed a flat *** Run Fee of $*** (*** US dollars) for each *** Run in which a maximum of one hundred (100) Non-Treated Integra Product are converted by PcoMed to Treated Integra Product or Partially Treated Integra Product.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Ip Ownership Assignment": "Except with regard to the foregoing joint Inventions or methods, each party hereby assigns to the other, by way of present and future assignment, all of the right, title and interest (including all Intellectual Property Rights therein) that it has or may have in any such Invention that is jointly Derived and that is subject to ownership by the other party.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Joint Ip Ownership": "Any Invention that is neither PcoMed Technology nor Integra Technology but that is Derived during the Term jointly by the parties relating to this Agreement shall be the property of (i) PcoMed if it relates primarily to the PcoMed Technology and (ii) Integra if it relates primarily to the Integra Products; provided that the parties may agree that an Invention that is Derived during the Term jointly may become the property of both parties, including Inventions or methods related to the surface preparation of Integra Products.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__License Grant": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Non-Transferable License": "PcoMed has not granted to a Third Party any license under the PcoMed Surface Modification Technology that is inconsistent with, or otherwise restricts, the rights granted to Integra hereunder.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Affiliate License-Licensor": "\"Integra Technology\" means any technology owned, licensed or controlled by Integra and/or any Integra Affiliates including but not limited to SeaSpine and Theken Spine as of the Effective Date and all technology Derived solely by Integra and/or Integra Affiliates during or after the Term, including but not limited to the devices described in U. S. Patent Numbers 7,799,083 and 8,097,036 together with any improvements, enhancements, or extensions of or to any of the foregoing, and Intellectual Property Rights therein, but excluding any technology or information relating to or derived from PcoMed Technology.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Affiliate License-Licensee": "Subject to the terms and conditions of this Agreement, PcoMed hereby grants to Integra and its Affiliates a sole and exclusive worldwide right to sell and commercialize Integra Products treated by PcoMed, with the PcoMed Surface Modification Technology (the \"Right\") for use in the Field in the Territory, including the right to conduct research and development in support of any of the foregoing.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Irrevocable Or Perpetual License": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Source Code Escrow": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Post-Termination Services": "Any materials or documents which have been furnished by a disclosing party to a receiving party will be promptly returned, accompanied by all copies thereof, or certified as destroyed upon request by the disclosing party following termination of this Agreement, except that a party may retain one copy solely for reference to comply with regulatory or other legal requirements, subject to the obligations of confidentiality herein.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Audit Rights": "Such records and documentation will be available for inspection during such period by an independent certified public accountant selected by PcoMed and reasonably acceptable to Integra, solely for the purpose of verifying the payments made by Integra under this Agreement.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Uncapped Liability": "NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR RESTRICT THE DAMAGES AVAILABLE FOR BREACHES OF SECTION 3.1 (GRANT OF RIGHTS), SECTION 5 (CONFIDENTIALITY PROVISIONS), OR SECTIONS 8.1 AND 8.2 (OWNERSHIP AND LICENSE).", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Cap On Liability": "NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Liquidated Damages": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Warranty Duration": "Such acceptance shall be issued in the form of Attachment C by Integra within ten (10) business days of receipt by Integra or its Affiliates of product (and related quality and testing documentation) meeting specifications mutually agreed upon by Integra and PcoMed.", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Insurance": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Covenant Not To Sue": "", "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Third Party Beneficiary": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Document Name": "Outsource Technology Development Agreement", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Parties": "HotApp International Ltd.,", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Agreement Date": "1s t day of March, 2018", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Effective Date": "1s t day of March, 2018", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Expiration Date": "The initial term of this Agreement shall commence on the Effective Date, and shall continue thereafter for a period of twelve (12) months (the \"Initial Term\").", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Renewal Term": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Notice Period To Terminate Renewal": "The Initial Term shall automatically renew for one-month periods thereafter unless either party provides 30- days advance notice of termination, unless earlier terminated pursuant to Section 2.2 hereof.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Governing Law": "This Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Most Favored Nation": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Non-Compete": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Exclusivity": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__No-Solicit Of Customers": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Competitive Restriction Exception": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__No-Solicit Of Employees": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Non-Disparagement": "Developer agrees that it will not at any time", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Termination For Convenience": "(ii) immediately upon written notice to the other party if: (a) the other party declares or a petition is filed in any court for insolvency or bankruptcy and such petition is not dismissed in thirty (30) days; (b) the other party reorganizes under the relevant bankruptcy act or any similar statute in such party's jurisdiction of incorporation; (c) the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity; or (d) the Developer breaches DSS's Technology or Intellectual Property rights contained herein.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Rofr/Rofo/Rofn": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Change Of Control": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of no less than a majority of, or a controlling interest in or over, the voting capital or ownership capital of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Anti-Assignment": "Developer may not assign or transfer this Agreement, nor its rights and obligations hereunder, by operation of law or otherwise, to any third party without the prior express written approval of DSS.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Revenue/Profit Sharing": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Price Restrictions": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Minimum Commitment": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Volume Restriction": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Ip Ownership Assignment": "Developer hereby assigns and shall assign in the future to DSS all rights it may acquire by operation of law or otherwise in the Technology or Improvements, along with the goodwill associated therewith.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Joint Ip Ownership": "Accordingly, this Agreement shall be construed without regard to the party or parties responsible for its preparation, and shall be deemed to have been prepared jointly by the parties.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__License Grant": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Non-Transferable License": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Affiliate License-Licensor": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Affiliate License-Licensee": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Unlimited/All-You-Can-Eat-License": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Irrevocable Or Perpetual License": "Subject to the terms and conditions set forth herein, DSS hereby grants to Developer, and Developer accepts from DSS, for the Term, a non-exclusive, limited, and non-transferable license to install and use the Technology for the sole purpose of developing the Improvements (as defined hereunder) thereto for the benefit of DSS (the \"Technology Development Services License\").", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Source Code Escrow": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Post-Termination Services": "Upon the expiration or termination of this Agreement, (i) the Technology Development Services License granted to Developer hereunder shall immediately cease, and (ii) Developer shall immediately cease use of all proprietary technology files heretofore delivered by DSS and shall deliver to DSS all such proprietary files along with any and all Improvements completed to date by Developer.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Audit Rights": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Uncapped Liability": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Cap On Liability": "Developer shall be fully liable, without limitation, for money damages resulting from its improper or unauthorized use, modification, alteration, licensing or transfer of the Technology or Improvements, or resulting from its failure to provide functional and merchantable Improvements hereunder, which failure shall be deemed a material breach of this Agreement by Developer.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Liquidated Damages": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Warranty Duration": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Insurance": "", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Covenant Not To Sue": "Developer agrees that it will not at any time (i) do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest or (ii) represent, expressly or by implication that it has any right, title or interest in or to any of the foregoing other than as expressly set forth herein.", "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Third Party Beneficiary": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Document Name": "Strategic Alliance Agreement", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Parties": "IMedicor, Inc,", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Agreement Date": "15 th day of July, 2010", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Effective Date": "15 th day of July, 2010", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Expiration Date": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\").", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Renewal Term": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Notice Period To Terminate Renewal": "Thereafter, this Agreement shall be renewed automatically on a five (5) year basis, unless one party notifies the other of its desire to terminate this Agreement at least sixty 90 days prior to the expiration of the Initial Term or then current renewal term, as applicable, or unless a new Agreement is signed between the USA MCO and IMedicor which will then invalidate this Agreement.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Governing Law": "This Agreement shall be governed by the internal laws State of New York.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Most Favored Nation": "USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Non-Compete": "that because of the opportunities and support so provided to Recipient and because of Recipient's access to Discloser' confidential information and trade secrets, Recipient would be in a unique position to divert business from Discloser and to commit irreparable damage to Discloser were Recipient to be allowed to compete with Discloser or to commit any of the other acts prohibited by this Section 9 of the Agreement; that the enforcement of the restrictive covenants against Recipient would not impose any undue burden upon Recipient; that none of the restrictive covenants is unreasonable as to period or geographic area; and that the ability to enforce the restrictive covenants against Recipient is a material inducement to the decision of Discloser to consummate this Agreement", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Exclusivity": "Each party shall exclusively own its respective trademarks and service marks, copyrights, trade secrets, and patents (collectively, the \"Intellectual Property\") and will not have any claim or right to the other party's Intellectual Property by virtue of this Agreement or the performance of services hereunder.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__No-Solicit Of Customers": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Competitive Restriction Exception": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__No-Solicit Of Employees": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Non-Disparagement": "Upon termination of this Agreement for any reason whatsoever, both parties shall have the right to remove any references to the other party from any of its materials and/or websites as well as be authorized to notify their customers of said termination without penalty and/or recourse by the other party if only if said notification contains no disparaging or disrespectful comments concerning the other party.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Termination For Convenience": "Both parties may terminate this Agreement upon ninety (\"90\") days written notice to the other party at the address stated in this Agreement as per section 3 above.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Rofr/Rofo/Rofn": "USA MCO will also have the option to purchase the Warrant for the face value if it deemed the purchase option to be more favorable to the cashless transaction.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Change Of Control": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Anti-Assignment": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Revenue/Profit Sharing": "\u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Price Restrictions": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Minimum Commitment": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Volume Restriction": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Ip Ownership Assignment": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Joint Ip Ownership": "The Parties agree that all publicity and public announcements concerning the formation and existence of this Agreement shall be jointly planned and coordinated by and among the Parties.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__License Grant": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Non-Transferable License": "The license granted hereunder is specific to the USA MCO and may not be assigned by any act of the USA MCO or by operation of law unless with the written consent of IMedicor.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Affiliate License-Licensor": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Affiliate License-Licensee": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Unlimited/All-You-Can-Eat-License": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Irrevocable Or Perpetual License": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Source Code Escrow": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Post-Termination Services": "In such an instance, all compensation will continue for a extended period of five years from the date of termination for all subscriptions tagged as USA MCO.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Audit Rights": "\u25cfIMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Uncapped Liability": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Cap On Liability": "Both parties will not have liability for any damages other than direct damages.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Liquidated Damages": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Warranty Duration": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Insurance": "", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Covenant Not To Sue": "Neither party will take any action or make any claim to any Intellectual Property belonging to the other party, whether during the Term of this Agreement or thereafter.", "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Third Party Beneficiary": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Document Name": "ENDORSEMENT AGREEMENT", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Parties": "Consolidated Artists Inc.,", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Agreement Date": "first (1st) day of January, 1996,", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Effective Date": "first (1st) day of January, 1996,", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Expiration Date": "The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Renewal Term": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Notice Period To Terminate Renewal": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Governing Law": "This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts entered into and wholly to be performed within the Commonwealth of Virginia and, in the event of any litigation arising out of this Agreement, venue shall be the Commonwealth of Virginia.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Most Favored Nation": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Non-Compete": "using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes in accordance with the terms set forth in Paragraph 5 above.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Exclusivity": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__No-Solicit Of Customers": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Competitive Restriction Exception": "TPC further agrees that upon the termination of this Endorsement Agreement for any cause whatsoever, it will cease using the Ogle Endorsement, the name \"Brett Ogle,\" or any facsimile thereof, for any promotional or advertising purposes; provided, however, that TPC shall have the right to use the Ogle Endorsement in advertisements for ad space purchased by TPC prior to the termination of this Agreement for a period of up to six (6) months following such termination.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__No-Solicit Of Employees": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Non-Disparagement": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Termination For Convenience": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies: (a) In the event of 0gle's death during the Contract Period; or - 14 - (b) In the event Ogle is convicted of a felony involving moral turpitude.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Rofr/Rofo/Rofn": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Change Of Control": "TPC shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Consolidated Artists or Advantage in the event of the occurrence of any of the following contingencies:", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Anti-Assignment": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise - 15 - assign, transfer, alienate, encumber or hypothecate any of its rights or obligations hereunder without the express prior written consent of the other party, except that Consolidated Artists shall have the right to assign the financial benefits hereof and TPC hereby consents to such assignment.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Revenue/Profit Sharing": "In addition to the Retainer Fee, Tournament Bonuses and Money List Bonuses set forth in Paragraphs 8, 9 and 10 above, TPC agrees to pay Consolidated Artists on behalf of Ogle royalty compensation of ten percent (10%) of the net sales of all Endorsed Products distributed or sold during the Contract Period in or to the Countries of Australia and New Zealand (\"Royalty Compensation\").", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Price Restrictions": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Minimum Commitment": "TPC shall have the right to prorate the Retainer Fee due Consolidated Artists upon fourteen (14) days written notice to Consolidated Artists or Advantage in the event Ogle fails to play a minimum of seventeen (17) U.S. PGA - 11 - Tour Events and the British Open in each Contract Year during the Contract Period.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Volume Restriction": "Such personal appearances shall be limited to one (1) day and shall not exceed five (5) hours each in duration.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Ip Ownership Assignment": "Subject to the provisions of Paragraphs 2, 3 and 4 above, TPC agrees that Consolidated Artists shall retain all rights in and to the Ogle Endorsement and shall not be prevented from using or permitting or licensing others to use his name or endorsement in connection with the promotion, advertisement, or sale of any product or service other than a golf putter in the Contract Territory during the Contract Period.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Joint Ip Ownership": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__License Grant": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Non-Transferable License": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Affiliate License-Licensor": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Affiliate License-Licensee": "Subject to the terms and conditions set forth herein, Consolidated Artists grants to TPC the exclusive right and license, within the Contract Territory and during the Contract Period, to use the Ogle Endorsement in connection with the manufacture, distribution, advertisement, promotion and sale of the Endorsed Product.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Irrevocable Or Perpetual License": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Source Code Escrow": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Post-Termination Services": "Consolidated Artists and Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Audit Rights": "Consolidated Artists and Advantage, at Consolidated Artists' expense, shall have the right during the Contract Period and until two (2) years after the termination of this Agreement to inspect and make copies of the books and records of TPC insofar as they relate to the computation of royalty payments due and owing to Consolidated Artists hereunder.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Uncapped Liability": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Cap On Liability": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Liquidated Damages": "In addition, TPC agrees that Consolidated Artists shall be entitled to the Retainer Fee prorated to the effective date of termination as well any Tournament Bonuses, Money List Bonuses and any Royalty Compensation earned by Consolidated Artists prior to the effective date of termination.", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Warranty Duration": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Insurance": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Covenant Not To Sue": "", "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Third Party Beneficiary": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Document Name": "AMENDMENT NO. 3 TO THE NONEXCLUSIVE VALUE ADDED DISTRIBUTOR AGREEMENT", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Parties": "Cisco Systems, Inc.", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Agreement Date": "7-29-10", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Effective Date": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Expiration Date": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Renewal Term": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Notice Period To Terminate Renewal": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Governing Law": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Most Favored Nation": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Non-Compete": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Exclusivity": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__No-Solicit Of Customers": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Competitive Restriction Exception": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__No-Solicit Of Employees": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Non-Disparagement": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Termination For Convenience": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Rofr/Rofo/Rofn": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Change Of Control": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Anti-Assignment": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Revenue/Profit Sharing": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Price Restrictions": "Distributor shall have the option to return to Cisco, for credit, up [*****] of the dollar value of Products from the Wholesale Price List (or, if no Wholesale Price Lists exists for Distributor's Territory, then the applicable price list) shipped to Distributor, net of credits, less returns to Cisco, in the preceding [*****] period (the \"Balancing Cap\") of the preceding Cisco fiscal quarter.", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Minimum Commitment": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Volume Restriction": "(e) Distributor's key personnel who directly support Cisco's account have or will have completed training (provided by Distributor, Cisco Cisco's on-line anti-corruption training is available in numerous languages and is free of charge for up to five of Distributor's personnel at http://corpedia.com/clients/cisco/pre_reg.asp?lid-300446001., or another third party) on compliance with applicable anti-corruption laws within the past 12 months (from the date when this Agreement becomes effective);", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Ip Ownership Assignment": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Joint Ip Ownership": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__License Grant": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Non-Transferable License": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Affiliate License-Licensor": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Affiliate License-Licensee": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Unlimited/All-You-Can-Eat-License": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Irrevocable Or Perpetual License": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Source Code Escrow": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Post-Termination Services": "The parties further agree that if Distributor places Purchase Orders after the expiration of the Agreement, and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of the Agreement; provided, however that acceptance by Cisco of any Purchase Order placed after the Agreement has expired will not be considered as an extension of the term of the Agreement nor a renewal thereof.", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Audit Rights": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Uncapped Liability": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Cap On Liability": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Liquidated Damages": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Warranty Duration": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Insurance": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Covenant Not To Sue": "", "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Third Party Beneficiary": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Document Name": "SPONSORSHIP AGREEMENT", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Parties": "PEEK Investments LLC,", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Agreement Date": "the date", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Effective Date": "July 16, 2012", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Expiration Date": "This Agreement shall automatically terminate at and as of (the first to occur of):", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Renewal Term": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Notice Period To Terminate Renewal": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Governing Law": "This Agreement shall be governed by and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Most Favored Nation": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Non-Compete": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Exclusivity": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund: (a) has committed equity or similar available capital in amounts sufficient to satisfy such obligation; (b) executes and delivers to Purchaser an appropriate equity commitment letter, a joinder signature page to this Agreement, and each other document reasonably requested by Purchaser (collectively, the \"New Sponsor Documents\") and agrees to be bound hereby as a \"Sponsor\" hereunder; (c) certifies to each Party that such fund is capable of performing the obligations of such fund under each such New Sponsor Document; and (d) is approved by each non- transferring Participating Sponsor, which approval may not be unreasonably withheld, conditioned, or delayed.", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__No-Solicit Of Customers": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Competitive Restriction Exception": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund: (a) has committed equity or similar available capital in amounts sufficient to satisfy such obligation; (b) executes and delivers to Purchaser an appropriate equity commitment letter, a joinder signature page to this Agreement, and each other document reasonably requested by Purchaser (collectively, the \"New Sponsor Documents\") and agrees to be bound hereby as a \"Sponsor\" hereunder; (c) certifies to each Party that such fund is capable of performing the obligations of such fund under each such New Sponsor Document; and (d) is approved by each non- transferring Participating Sponsor, which approval may not be unreasonably withheld, conditioned, or delayed.", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__No-Solicit Of Employees": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Non-Disparagement": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Termination For Convenience": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Rofr/Rofo/Rofn": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Change Of Control": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Anti-Assignment": "This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties. Any attempted assignment in violation of this Section shall be null and void.", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Revenue/Profit Sharing": "Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Price Restrictions": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Minimum Commitment": "If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors.", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Volume Restriction": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Ip Ownership Assignment": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Joint Ip Ownership": "Each Party shall use commercially reasonable efforts to: (a) amend, supplement, or modify each Management-Ownership Agreement, as necessary or appropriate, to be consistent with, and provide for each transaction and other matter contemplated by, this Agreement; and (b) cooperate with each other Party, including, without limitation, as reasonably requested by any Party to jointly and mutually determine how best to structure and facilitate the Offer Matters and each agreement and transaction contemplated hereby and maximize value for all concerned Parties, taking into account speed, timing, deal certainty, administrative convenience, and applicable tax, legal, and business considerations and all other relevant issues.", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__License Grant": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Non-Transferable License": "During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser (\"Unit\") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund: (a) has committed equity or similar available capital in amounts sufficient to satisfy such obligation; (b) executes and delivers to Purchaser an appropriate equity commitment letter, a joinder signature page to this Agreement, and each other document reasonably requested by Purchaser (collectively, the \"New Sponsor Documents\") and agrees to be bound hereby as a \"Sponsor\" hereunder; (c) certifies to each Party that such fund is capable of performing the obligations of such fund under each such New Sponsor Document; and (d) is approved by each non- transferring Participating Sponsor, which approval may not be unreasonably withheld, conditioned, or delayed.", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Affiliate License-Licensor": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Affiliate License-Licensee": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Irrevocable Or Perpetual License": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Source Code Escrow": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Post-Termination Services": "Notwithstanding the foregoing, each Section hereof (other than Sections 1 through 6 (inclusive) hereof) shall survive indefinitely following the termination of this Agreement.", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Audit Rights": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Uncapped Liability": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Cap On Liability": "Each Participating Sponsor shall be entitled, in their discretion, to either (a) specific performance of this Agreement and the Equity Commitment Letters, together with any costs of enforcement incurred by such Participating Sponsor in seeking to enforce such remedy against any Defaulting Sponsor or (b) payment by the Defaulting Sponsor in an amount equal to the out-of-pocket damages incurred by such Participating Sponsor.", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Liquidated Damages": "An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Warranty Duration": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Insurance": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Covenant Not To Sue": "", "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Third Party Beneficiary": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Document Name": "CO-BRANDING AGREEMENT", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Parties": "PC Quote, Inc.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Agreement Date": "December 9, 1996", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Effective Date": "December 9, 1996", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Expiration Date": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Renewal Term": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Notice Period To Terminate Renewal": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Governing Law": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Most Favored Nation": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Non-Compete": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Exclusivity": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__No-Solicit Of Customers": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Competitive Restriction Exception": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__No-Solicit Of Employees": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Non-Disparagement": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Termination For Convenience": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Rofr/Rofo/Rofn": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Change Of Control": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Anti-Assignment": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Revenue/Profit Sharing": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Price Restrictions": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Minimum Commitment": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Volume Restriction": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Ip Ownership Assignment": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Joint Ip Ownership": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__License Grant": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Non-Transferable License": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Affiliate License-Licensor": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Affiliate License-Licensee": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Unlimited/All-You-Can-Eat-License": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Irrevocable Or Perpetual License": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Source Code Escrow": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Post-Termination Services": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Audit Rights": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Uncapped Liability": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Cap On Liability": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Liquidated Damages": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Warranty Duration": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Insurance": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Covenant Not To Sue": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Third Party Beneficiary": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Document Name": "Joint Venture Agreement", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Parties": "MINDA IMPCO TECHNOLOGIES LIMITED", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Agreement Date": "18th day of May, 2001", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Effective Date": "18th day of May, 2001", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Expiration Date": "This Agreement shall become effective on the date of execution and shall continue in force and effect for an indefinite term thereafter unless terminated pursuant to the provisions of Article 16 or by all the Parties in writing.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Renewal Term": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Notice Period To Terminate Renewal": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Governing Law": "This Agreement shall be governed by and construed in accordance with the laws of India and the Delhi Courts shall have exclusive jurisdiction over any legal proceedings in respect of this Agreement.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Most Favored Nation": "If no Transferee accepts to purchase the shares offered by the Transferor, in whole or in part, the Transferor may sell such shares to a third party on terms and conditions no more favourable than those offered to the Transferees, including the price of the shares.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Non-Compete": "IMPCO expressly agrees that during the existence of this Agreement, IMPCO shall not enter into any other Joint Venture Agreement or Marketing/Distribution Agreement, with any company or person(s) in the Territory with respect to the Products.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Exclusivity": "of the marketing and sale of goods similar to the Products in the Territory.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__No-Solicit Of Customers": "of the marketing and sale of goods similar to the Products in the Territory.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Competitive Restriction Exception": "of the marketing and sale of goods similar to the Products in the Territory.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__No-Solicit Of Employees": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Non-Disparagement": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Termination For Convenience": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Rofr/Rofo/Rofn": "If any of the Transferees intends to purchase all or any portion of the said shares so offered, such Party shall dispatch a written notice of acceptance to the transferor describing the number of the shares it intends to purchase within three (3) weeks after the date of receipt of the offer.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Change Of Control": "In the event that during the term of this Agreement, there is the acquisition of an interest in MINDA/MIL, or in this Agreement by a government official, MIL/MINDA agrees to make immediate disclosure to IMPCO and agrees that this Agreement may become subject to immediate termination.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Anti-Assignment": "Each party hereto agrees not to transfer, sell, pledge, mortgage or make other disposition (whether by way of fixed or floating charge) or encumbrance on its shares in the JVC except as otherwise provided in this Agreement and/or except by consent of the Parties to this Agreement and in the manner laid out in the M&A.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Revenue/Profit Sharing": "Subject to the approval of the Government of India (`GOI'), Reserve Bank of India (`RBI') and other Government agencies, if any, the shares in the JVC shall be issued to the Parties in the following percentage of the total paid-up capital of the JVC.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Price Restrictions": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Minimum Commitment": "It is further agreed between the Parties that in order to fulfill the requirement of a minimum of seven (7) shareholders under the Act, the Memorandum and Articles of Association (hereinafter referred to as \"M&A\") of the JVC shall be subscribed to by seven (7) subscribers.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Volume Restriction": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Ip Ownership Assignment": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Joint Ip Ownership": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__License Grant": "IMPCO Limited has agreed to allow the JVC, the right to use the two trade marks in respect of the products, the first being under the name of \"IMPCO\" and the second being in the name of \"MINDA IMPCO\".", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Non-Transferable License": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Affiliate License-Licensor": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Affiliate License-Licensee": "Notwithstanding the restriction on transfer of shares stipulated hereinabove, IMPCO and MIL/MINDA may transfer any of its holdings in the JVC to an Affiliate, without requiring the consent of the other Parties, provided that, such an Affiliate shall also be bound by the provisions of this Agreement and shall execute a deed of adherence as mentioned above.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Irrevocable Or Perpetual License": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Source Code Escrow": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Post-Termination Services": "In the event of termination of this Agreement and consequent winding up of the JVC, the Parties agree to cooperate with each other for adequate discharge and fulfillment of the JVC's liabilities, commitments and obligations as may be necessary.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Audit Rights": "During reasonable business hours IMPCO and MIL/MINDA will have the right to inspect, and make copies of any and all of the JVC 's business records, including but not limited to financial records, books, accounts and reports. In exercising such right IMPCO and MIL/MINDA will be reasonable. 10.4 Plant Inspection: During reasonable business hours IMPCO and MIL/MINDA will have the right to visit, enter and inspect each plant and other establishment at which the JVC manufactures and/or processes the Products. In exercising such right, the Parties will be reasonable.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Uncapped Liability": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Cap On Liability": "by using the Technical Know-How (b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Liquidated Damages": "by using the Technical Know-How (b) the damages that would be suffered by IMPCO as a result of breach of the provisions of this Article may not be calculable and that an award of a monetary judgment for such a breach would be an inadequate remedy.", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Warranty Duration": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Insurance": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Covenant Not To Sue": "", "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Third Party Beneficiary": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Document Name": "CO-BRANDING AGREEMENT", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Parties": "ebix.com, Inc.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Agreement Date": "19th day of January, 2001", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Effective Date": "19th day of January, 2001", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Expiration Date": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Renewal Term": "The term of this Agreement (the \"Term\") shall commence on the date hereof (the \"Effective Date\") and shall expire upon delivery of [**] to ebix, but in no way shall this Agreement extend any later than thirty (30) months from the Effective Date regardless of the number Filled Application Forms delivered to ebix.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Notice Period To Terminate Renewal": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Governing Law": "This Agreement will be governed by the laws of the state where a suit is properly filed under the terms of this paragraph, being either Illinois or New York, and without giving effect to conflict of law principles.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Most Favored Nation": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Non-Compete": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Exclusivity": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__No-Solicit Of Customers": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Competitive Restriction Exception": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__No-Solicit Of Employees": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Non-Disparagement": "Either party may terminate this Agreement if the other (i) fails to make any payment required to be made by it hereunder for more than twenty (20) business days after such party shall have received notice from the other party of the failure of payment thereof, or (ii) commits a material breach of this Agreement that is not cured within thirty (30) calendar days after receipt of written notice of the breach.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Termination For Convenience": "eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Rofr/Rofo/Rofn": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Change Of Control": "Either party may terminate immediately upon written notice if the other party (i) ceases to function as a going concern or to conduct operations in the normal course of business; (ii) has a petition filed against it under any state or federal bankruptcy law which petition has not been dismissed or set aside within ninety (90) days of its filing, or if (a) About sells all or substantially all of the assets of such party or any event or series of event whereby any entity acquires beneficial ownership of the capital stock of such party representing fifty percent (50%) of the voting stock of such party provided however, that the acquisition of About by Primedia shall not be grounds for the termination of this Agreement; or (b) ebix becomes acquired by, merged into or is under the control of any of the following parties, About may terminate this Agreement immediately upon by providing ebix written notice: AOL; Yahoo; Lycos/Terra; NBC; CBS; Looksmart; InfoSpace; CMGI; AltaVista; Disney; Microsoft; CNET; Excite@Home; AskJeeves; GOTO; Doubleclick; or Lifeminders.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Anti-Assignment": "Neither party may assign the Agreement without the written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that either party may assign the Agreement without obtaining the consent of the other party to an affiliate or successor by way of purchase, merger, consolidation or similar transaction, subject to the requirement that the Agreement shall be binding and enforceable against any successor or assign.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Revenue/Profit Sharing": "Pursuant to the terms and conditions of this Agreement, About shall, create and maintain Links within the About Network to the Insurance Center and to the ebix Site, which Links shall be accessible to About Users by means of (i) a Link on the About Site Home Page, substantially as depicted in EXHIBIT C, (ii) a Link on the Auto Channel Home Page, Family/Parenting Channel Home Page, Health Channel Home Page, Money Channel Home Page, and Real Estate Channel Home Page, substantially as depicted in EXHIBIT D; (iii) within fifty percent (50%) of the Partnership Box on each of the following About Guide Site Home Pages and all the subsequent Guide Sites Sub-Pages until the termination of this agreement as detailed in section 2.1: Personal Insurance, Senior Health, Retirement Planning, Consumer Information/Advocacy, Auto Repair, Vintage Cars, Motorcycles, 4 Wheel Drive/SUVs, Trucks, Cars, Power Boating, and Sailing for as long as such Guide Sites are in existence, substantially as depicted in EXHIBIT E, ; and (iv) Links from the Advertising Placements, as set forth in the greater detail in Section 4.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Price Restrictions": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Minimum Commitment": "Pursuant to section 2.1, About shall use commercially reasonable efforts to generate at least [**] during the Term and may use any and all advertising units in order to reach this goal.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Volume Restriction": "The ebix Insurance Center shall be operational and fully functionally at least ninety nine percent (99.0%) of the time during the Term, without taking into account scheduled downtime and maintenance which shall not exceed in the aggregate, one (1) hour in any one (1) month period.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Ip Ownership Assignment": "eBix shall own and retain all right, title and interest in and to any About Customer data generated on the Insurance Center, and nothing in this Agreement shall confer in About any right, title or interest in", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Joint Ip Ownership": "Upon request by About, ebix shall provide About with About Customer Data in the aggregated form, which aggregated form shall be jointly owned by ebix and About.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__License Grant": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Non-Transferable License": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Affiliate License-Licensor": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Affiliate License-Licensee": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Irrevocable Or Perpetual License": "Subject to the terms and conditions of this Agreement, ebix hereby grants to About a limited, non-transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only to pursuant to its rights under this Agreement), incorporate, integrate and distribute the ebix Marks and ebix Content, during the Term, solely as necessary to perform its obligations under this Agreement.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Source Code Escrow": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Post-Termination Services": "Notwithstanding Section 7.1, all the above links on the About.com Home Page and Channels listed above, in addition to the Partnership Box integration on the Guide Site Home Pages and all the subsequent Guide Site Sub-Pages shall be maintained by about, until the termination of this agreement as detailed in Section 2.1", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Audit Rights": "About shall have the right to examine, or to have examined by a representative of About, ebix's books and records to verify the accuracy of payments made to About for a maximum period of last 6 months preceding a written notice of About, pursuant to this Agreement. About shall provide ebix with at least thirty (30) days' prior notice of an audit and such audit shall be conducted at ebix's offices for a maximum period of two business days, during regular business hours, subject to ebix's cooperation.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Uncapped Liability": "NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Cap On Liability": "NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT THE LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILTY OF SUCH.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Liquidated Damages": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Warranty Duration": "", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Insurance": "During the Term, ebix shall be the exclusive integrated online insurance provider in the Channels and Guide Sites listed in Section 3.1 [DEVELOPMENT, OPERATION AND ADMINISTRATIO...] above. [**]", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Covenant Not To Sue": "About shall not (a) hold itself out as having any proprietary rights with respect to the ebix Marks or (b) make any claim to ownership rights in the ebix Marks or challenge the ebix Marks or the registration thereof, or (c) attempt to register or cause to be registered the ebix Marks or create or use or attempt to register or cause to be registered any marks or trade names that are confusingly similar to the ebix Marks, or (d) use the ebix Marks hereunder without ebix's approval of such use.", "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Third Party Beneficiary": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Document Name": "SPONSORSHIP AGREEMENT", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Parties": "Fruit of Life Productions LLC,", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Agreement Date": "1st day of April, 2018", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Effective Date": "1st day of April, 2018", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Expiration Date": "The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Renewal Term": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Notice Period To Terminate Renewal": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Governing Law": "This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict-of-laws or choice-of law principles.", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Most Favored Nation": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Non-Compete": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Exclusivity": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__No-Solicit Of Customers": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Competitive Restriction Exception": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__No-Solicit Of Employees": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Non-Disparagement": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Termination For Convenience": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Rofr/Rofo/Rofn": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Change Of Control": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Anti-Assignment": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Revenue/Profit Sharing": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Price Restrictions": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Minimum Commitment": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Volume Restriction": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Ip Ownership Assignment": "Fruit of Life Productions LLC is the sole owner of all right, title and interest to all Kaya Fest information including Logo, tag lines, (Education before Recreation), Trademarks, trade names and copyrighted information.", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Joint Ip Ownership": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__License Grant": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Non-Transferable License": "This Agreement, or the rights granted under it, may not be assigned transferred or sublicense by either party without the express prior written consent of the other party.", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Affiliate License-Licensor": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Affiliate License-Licensee": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Unlimited/All-You-Can-Eat-License": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Irrevocable Or Perpetual License": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Source Code Escrow": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Post-Termination Services": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Audit Rights": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Uncapped Liability": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Cap On Liability": "Kaya Fest shall not be liable to any Sponsor for losses arising out of, or the inability to perform its obligations under the terms of this sponsorship proposal due to acts of God, which include, that are not limited to, fire, flood, tornados, hurricanes, severe increments weather, strikes, medical failure, or any other acts beyond the control of Kaya Fest.", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Liquidated Damages": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Warranty Duration": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Insurance": "Sponsors must have their own liability insurance with limits of one million dollars.", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Covenant Not To Sue": "", "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Third Party Beneficiary": "", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Document Name": "FRANCHISE AGREEMENT", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Parties": "(\"we,\" \"us,\" or \"our\");", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Agreement Date": "this day of , 201", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Effective Date": "this day of , 201", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Expiration Date": "The term of this Agreement starts on the Effective Date and, unless this Agreement is earlier terminated in accordance with its provisions, will expire ten (10) years from the Effective Date.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Renewal Term": "You will have the right to renew your rights to operate the Franchise Business for two (2) additional successor terms of five (5) years, so long as you have satisfied all of the conditions specified in Sections 2.2.1 through 2.2.10 before each such renewal:", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Notice Period To Terminate Renewal": "You agree to give us written notice of your choice to renew at least six (6) months before the end of the term of this Agreement (but not more than nine (9) months before the term expires).", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Governing Law": "The Franchise Agreement requires application of the laws of the State of Texas.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Most Favored Nation": "", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Non-Compete": "The Franchise Agreement contains a covenant not to compete which extends beyond the termination of the franchise.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Exclusivity": "Member covenants and agrees that during the Post-Term Period (defined below), except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity, Member will not own, maintain, operate, engage in, be associated with or accept any compensation or remuneration from, or have any interest in or render services or give", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__No-Solicit Of Customers": "Member covenants and agrees that during the Post-Term Period, Member will not, either directly or indirectly, solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Competitive Restriction Exception": "In this event, we may limit the number of approved suppliers with whom you may deal, designate sources that you must use for some or all Products and other products and services, and/or refuse any of your requests if we believe that this action is in the best interests of the System or the network of Goosehead Businesses.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__No-Solicit Of Employees": "19.3.2 Employ or seek to employ any person who is then employed by us or any other Goosehead Business franchisee or developer, or otherwise directly or indirectly induce such person to leave his or her employment.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Non-Disparagement": "(i) Solicit, divert or attempt to solicit or divert any business or customer of the Franchised Business or of any Franchised Business using the System to a Competitive Business, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Franchisor's Proprietary Marks and the System.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Termination For Convenience": "In sum, Minn. Stat. \u00a7 80C.14 (subd. 3) currently requires, except in certain specified cases, that a franchisee be given 90 days' notice of termination (with 60 days to cure) of the Franchise Agreement.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Rofr/Rofo/Rofn": "We will then have the prior right and option, to be exercised by notice given at any time before the effective date of such proposed assignment and assumption, to accept an assignment of the Agreement to us upon the same terms and conditions, and for the same consideration, if any, as in the bona fide offer made by the proposed assignee, less any brokerage commissions that may be payable by you out of the consideration to be paid by such assignee for the assignment of the Agreement.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Change Of Control": "Any purported assignment or transfer not having our prior written consent as required by this Section 16 will be null and void and will also constitute a material breach of this Agreement, for which we may immediately terminate this Agreement without opportunity to cure, pursuant to Section 17.2.5 below.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Anti-Assignment": "Any purported assignment or transfer not having our prior written consent as required by this Section 16 will be null and void and will also constitute a material breach of this Agreement, for which we may immediately terminate this Agreement without opportunity to cure, pursuant to Section 17.2.5 below.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Revenue/Profit Sharing": "For each Month during the term of this Agreement, you agree to contribute an amount up to two percent (2%) of Gross Revenues to be allocated in the manner described in Section 13.2 below (the \"Marketing Contribution\").", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Price Restrictions": "Subject to the terms of Section 7.1.7 above, you will have the right to set the prices that you will charge to your customers; provided, however, that (subject to applicable law): (a) if we have set a maximum price for a particular item, then you may charge any price for that item up to and including the maximum price we have set; and (b) if we have set a minimum price for a particular item, then you may charge any price for that item that is equal to or above the minimum price we have set.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Minimum Commitment": "The term \"Minimum Royalty\" means a minimum monthly Royalty Fee payment, beginning six (6) months after the Commencement Date, in the following amounts: Number of Months following the Commencement Date Amount of Monthly Minimum Royalty Six (6) to Eighteen (18) Six Hundred Dollars ($600) Nineteen (19) and for the remainder of the term of this Agreement One Thousand Dollars ($1,000)", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Volume Restriction": "For each Month during the term of this Agreement, you agree to contribute an amount up to two percent (2%) of Gross Revenues to be allocated in the manner described in Section 13.2 below (the \"Marketing Contribution\").", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Ip Ownership Assignment": "You agree that all data that you collect, create, provide, or otherwise develop on your Computer System (whether or not uploaded to our system from your system and/or downloaded from your system to our system) is and will be owned exclusively by us, and that we will have the right to access, download, and use that data in any manner that we deem appropriate without compensation to you.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Joint Ip Ownership": "", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__License Grant": "In order to operate your Franchised Business under this Agreement, we hereby license use of such data back to you, at no additional cost, solely for the term of this Agreement and for your use in connection with operating the Franchised Business.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Non-Transferable License": "You agree that neither you nor any Principal of yours will transfer or attempt to transfer any or all of your Franchised Business to a third party who will operate a similar business at the Approved Location but not under the System and the Proprietary Marks, and not under a franchise agreement with us.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Affiliate License-Licensor": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Affiliate License-Licensee": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Unlimited/All-You-Can-Eat-License": "", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Irrevocable Or Perpetual License": "You hereby grant to us (and agree to obtain from your affiliates, owners, employees, and/or contractors), a perpetual, non-exclusive, and worldwide right to use any such ideas, concepts, methods, techniques and products in any businesses that we and/or our affiliates, franchisees and designees operate.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Source Code Escrow": "You agree that you will not, for any reason, delay or withhold the payment of any amount due to us under this Agreement; put into escrow any payment due to us; set-off payments due to us against any claims or alleged claims that you may allege against us, the Brand Fund, a Regional Fund, affiliates, suppliers, or others.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Post-Termination Services": "This authorization is to remain in full and force and effect until sixty days after we have received written notification from Franchisee of its termination.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Audit Rights": "We have the right at all reasonable times to examine, copy, and/or personally review or audit (at our expense) all of your sales receipts, books, records, and sales and income tax returns in person or through electronic access (at our option).", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Uncapped Liability": "EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Cap On Liability": "EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO OR CLAIM OF ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER, AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN THEM EACH SHALL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Liquidated Damages": "Any provision requiring North Dakota franchisees to consent to liquidated damages or termination penalties.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Warranty Duration": "", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Insurance": "You agree to obtain (and maintain) during the entire period of construction the insurance required under Section 15 below; and you agree to deliver to us such proof of such insurance as we may reasonably require.", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Covenant Not To Sue": "Neither you nor any of your owners, principals, or other persons acting on your behalf will directly or indirectly contest the validity or our ownership of the Proprietary Marks, nor will you, directly or indirectly, seek to register the Proprietary Marks with any government agency (unless we have given you our express prior written consent to do so).", "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Third Party Beneficiary": "Member hereby acknowledges and agrees that Franchisor is an intended third-party beneficiary of this Agreement with the right to enforce it, independently or jointly with Franchisee.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Document Name": "CONTENT LICENSE AGREEMENT", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Parties": "Beijing Sun Seven Stars Culture Development Limited,", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Agreement Date": "___________, 2015", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Effective Date": "___________, 2015", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Expiration Date": "The Term of this Agreement (the \"Term\") shall commence on the Effective Date listed above and continue for twenty (20) years, unless sooner terminated as provided in Section 7(b).", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Renewal Term": "Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement: (i) in perpetuity with respect to Titles for which the licenses granted in Section 2(a) are perpetual; and (ii) for the duration of the applicable license term specified in Schedule A with respect to Titles for which the license term specified in Schedule A extends beyond the expiration or termination of this Agreement.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Notice Period To Terminate Renewal": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Governing Law": "This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Most Favored Nation": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Non-Compete": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Exclusivity": "Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__No-Solicit Of Customers": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Competitive Restriction Exception": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__No-Solicit Of Employees": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Non-Disparagement": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Termination For Convenience": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Rofr/Rofo/Rofn": "If, during the Term, Licensor develops or obtains the rights to license any live action or animated feature-length motion picture (each an \"Additional Title\"), Licensor shall give Licensee the first right of negotiation for each Additional Title (i.e., the preferred vendor).", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Change Of Control": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Anti-Assignment": "Neither party may assign its rights, duties or obligations under this Agreement to any third party in whole or in part, without the other party's prior written consent, except that (i) Licensee may assign its rights and obligations to this Agreement to any of its Affiliate or subsidiaries with the prior written consent of the Licensor, and (ii) Licensor may assign its rights and obligations in this Agreement to its Affiliates or subsidiaries and either party may assign this Agreement in its entirety to any purchaser of all or substantially all of its business or assets pertaining to the line of business to which this Agreement relates or to any Affiliate of the party without the other party's approval.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Revenue/Profit Sharing": "For content listed in Schedule A6 of Schedule A, Licensor will only grant Licensee certain profit participation rights, for certain durations, as detailed and set forth in Schedule A6 of Schedule A.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Price Restrictions": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Minimum Commitment": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Volume Restriction": "except that for Titles listed in Schedule A1-A2 of Schedule A, Licensor can only grant Licensee distribution rights to up to six (6) MSOs plus two (2) of China's Internet TV license holders or their OTT Internet- based video partners by VOD (including SVOD, TVOD, AVOD and free VOD).", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Ip Ownership Assignment": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Joint Ip Ownership": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__License Grant": "Licensor hereby grants Licensee a non-exclusive license to use the logos, trademarks and service marks used by Licensor to identify the Titles (collectively, \"Licensor Marks\") in connection with the use of the Titles as set forth in this Agreement.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Non-Transferable License": "Except as otherwise specified in the previous sentence, Licensee may not sublicense any of its rights under Section 2(a) without Licensor's prior written consent, which shall not be unreasonably withheld or delayed.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Affiliate License-Licensor": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Affiliate License-Licensee": "\"Affiliate(s)\" shall mean an entity controlling, controlled by or under common control with a party.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Unlimited/All-You-Can-Eat-License": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Irrevocable Or Perpetual License": "Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement: (i) in perpetuity with respect to Titles for which the licenses granted in Section 2(a) are perpetual; and (ii) for the duration of the applicable license term specified in Schedule A with respect to Titles for which the license term specified in Schedule A extends beyond the expiration or termination of this Agreement.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Source Code Escrow": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Post-Termination Services": "Sections 2(a), 2(b), 2(c), 2(d), 3, and 11 shall survive the expiration or termination of this Agreement: (i) in perpetuity with respect to Titles for which the licenses granted in Section 2(a) are perpetual; and (ii) for the duration of the applicable license term specified in Schedule A with respect to Titles for which the license term specified in Schedule A extends beyond the expiration or termination of this Agreement.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Audit Rights": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Uncapped Liability": "EXCEPT FOR THE ABOVE INDEMNIFICATION OBLIGATIONS AND FOR BREACHES OF SECTION 14, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS), WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Cap On Liability": "EXCEPT FOR THE ABOVE INDEMNIFICATION OBLIGATIONS AND FOR BREACHES OF SECTION 14, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS), WHETHER IN AN ACTION OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Liquidated Damages": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Warranty Duration": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Insurance": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Covenant Not To Sue": "", "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Third Party Beneficiary": "The parties acknowledge and agree that there are no third party beneficiaries to this Agreement.", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Document Name": "JOINT FILING AGREEMENT", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Parties": "Merck Serono SA Address: Zone Industrielle 1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Agreement Date": "January 7, 2019", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Effective Date": "January 7, 2019", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Expiration Date": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Renewal Term": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING 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"PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Source Code Escrow": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Post-Termination Services": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Audit Rights": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Uncapped Liability": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Cap On Liability": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Liquidated Damages": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Warranty Duration": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Insurance": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Covenant Not To Sue": "", "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Third Party Beneficiary": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Document Name": "OUTSOURCING AGREEMENT", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Parties": "Photronics,", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Agreement Date": "16t h day of May, 2017,", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Effective Date": "16t h day of May, 2017,", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Expiration Date": "This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company.", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Renewal Term": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Notice Period To Terminate Renewal": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Governing Law": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Most Favored Nation": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Non-Compete": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Exclusivity": "The Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof.", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__No-Solicit Of Customers": "Notwithstanding the above, if the Company has a long term supply agreement with a customer and the Suppliers (i) has confirmed in writing its intention to [***] hereunder and (ii) are actually providing Product in support of such supply agreement, neither Supplier can, to the extent of its confirmation, to supply the Company until such s[***]; provided however that, if a Shareholder terminates the [***], such Shareholder can immediately terminate [***].", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Competitive Restriction Exception": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__No-Solicit Of Employees": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Non-Disparagement": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Termination For Convenience": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Rofr/Rofo/Rofn": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Change Of Control": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Anti-Assignment": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Revenue/Profit Sharing": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Price Restrictions": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Minimum Commitment": "The Company may not [***]any portion of an accepted [***]unless the Supplier fails to fulfill any material term of such accepted [***].", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Volume Restriction": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Ip Ownership Assignment": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Joint Ip Ownership": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__License Grant": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Non-Transferable License": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Affiliate License-Licensor": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Affiliate License-Licensee": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Unlimited/All-You-Can-Eat-License": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Irrevocable Or Perpetual License": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Source Code Escrow": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Post-Termination Services": "Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement by giving written notice of the end of life of such Product to the Company at least [***]before the effective date of such termination (a \"Product EOL Notice\"), provided that (a) the relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is [***]to its other [***] with respect to such Product.", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Audit Rights": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Uncapped Liability": "(B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER.", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Cap On Liability": "Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1.", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Liquidated Damages": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Warranty Duration": "\"Warranty Period\" means a period of [***]from the relevant Supplier's shipment of the Product.", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Insurance": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Covenant Not To Sue": "", "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Third Party Beneficiary": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Document Name": "CONSULTING AGREEMENT", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Parties": "(\"Emerald\" or the \"Company\")", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Agreement Date": "10 day of January 2019", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Effective Date": "10 day of January 2019", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Expiration Date": "The term of this Agreement shall commence on January 10th, 2019 and shall expire on the day that is twenty-four (24) months from that date (the \"Term of Engagement\") unless terminated earlier in accordance with this Agreement.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Renewal Term": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Notice Period To Terminate Renewal": "The parties may mutually agree to extend this Agreement in writing and all terms and conditions hereof shall remain in effect during any extension unless the parties agree otherwise.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Governing Law": "This Agreement will be governed by and construed inaccordance with the laws of British Columbia and the federal laws of Canada applicable in British Columbia, and the parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of British Columbia in that regard.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Most Favored Nation": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. 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GAETANO MORELLO N.D. INC.__Rofr/Rofo/Rofn": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Change Of Control": "\"Change of control\" means: (i) a person other than the current control person or persons of the Company (as that term is defined in the Securities Act (British Columbia) or other applicable securities legislation) becomes a control person of the Company; or (ii) a majority of the directors elected at any annual or special general meeting of shareholders of Emerald, or by consent resolution, are not individuals nominated by the Company's then-incumbent board.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Anti-Assignment": "This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Revenue/Profit Sharing": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Price Restrictions": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Minimum Commitment": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Volume Restriction": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Ip Ownership Assignment": "On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Joint Ip Ownership": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. 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INC.__Post-Termination Services": "All obligations of the Company to the Contractor hereunder shall immediately terminate and cease as of the date of the termination of the Contractor's engagement. The Company shall only be obliged to pay the Fees agreed to but not yet paid as of the date of termination, with such payment to be made within 30 days of the date of termination. The Company may terminate all access of the Contractor to the Company's premises and property as of that date. 5.6 Return of Property. On the termination of the Contractor's engagement, the Contractor shall return to Emerald all property belonging to Emerald in the Contractor's possession or control.", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Audit Rights": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Uncapped Liability": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Cap On Liability": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Liquidated Damages": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Warranty Duration": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Insurance": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Covenant Not To Sue": "", "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Third Party Beneficiary": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Document Name": "CO-BRANDING AGREEMENT", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Parties": "AB Wately, Inc.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Agreement Date": "Oct. 11, 1996", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Effective Date": "Oct. 11, 1996", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Expiration Date": "Said termination will be effective as of the last day of the month in which this anniversary occurs.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Renewal Term": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Notice Period To Terminate Renewal": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Governing Law": "This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Illinois, except with regards to its rules regarding choice of law.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Most Favored Nation": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Non-Compete": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Exclusivity": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__No-Solicit Of Customers": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Competitive Restriction Exception": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__No-Solicit Of Employees": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Non-Disparagement": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Termination For Convenience": "Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Rofr/Rofo/Rofn": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Change Of Control": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Anti-Assignment": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Revenue/Profit Sharing": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Price Restrictions": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Minimum Commitment": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Volume Restriction": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Ip Ownership Assignment": "PCQ and Townsend shall retain title and all copyrights or proprietary rights to the SOFTWARE and HYPERFEED provided to ABW and ABW's clients pursuant to the Agreement.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Joint Ip Ownership": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__License Grant": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Non-Transferable License": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Affiliate License-Licensor": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Affiliate License-Licensee": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Unlimited/All-You-Can-Eat-License": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Irrevocable Or Perpetual License": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Source Code Escrow": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Post-Termination Services": "specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise. I. Upon termination as provided for in this Agreement, ABW will pay all charges for services and fees for the entire month in which that termination becomes effective.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Audit Rights": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Uncapped Liability": "LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY ABW FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Cap On Liability": "IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH ABW OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR ABW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Liquidated Damages": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Warranty Duration": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Insurance": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Covenant Not To Sue": "", "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Third Party Beneficiary": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Document Name": "AGENCY AGREEMENT,", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Parties": "General Electric Capital Corporation,", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Agreement Date": "November 9, 2005", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Effective Date": "November 9, 2005", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Expiration Date": "October 31, 2006", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Renewal Term": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Notice Period To Terminate Renewal": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Governing Law": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Most Favored Nation": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Non-Compete": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Exclusivity": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__No-Solicit Of Customers": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Competitive Restriction Exception": "Notwithstanding any provision to the contrary herein, the Company's ability to act as Lessor's agent hereunder, and to unconditionally obligate Lessor to purchase Equipment pursuant to such agency, shall be limited by the following:", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__No-Solicit Of Employees": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Non-Disparagement": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Termination For Convenience": "So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Rofr/Rofo/Rofn": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Change Of Control": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Anti-Assignment": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Revenue/Profit Sharing": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Price Restrictions": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Minimum Commitment": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Volume Restriction": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Ip Ownership Assignment": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Joint Ip Ownership": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__License Grant": "(viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must be completed by no later than the Last Basic Term Commencement Date specified in Section 2.05.", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Non-Transferable License": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Affiliate License-Licensor": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Affiliate License-Licensee": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Irrevocable Or Perpetual License": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Source Code Escrow": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Post-Termination Services": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Audit Rights": "Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours.", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Uncapped Liability": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Cap On Liability": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Liquidated Damages": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Warranty Duration": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Insurance": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Covenant Not To Sue": "", "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Third Party Beneficiary": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Document Name": "INTELLECTUAL PROPERTY AGREEMENT, dated", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Parties": "WestRock Company,", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Agreement Date": "May 14, 2016", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Effective Date": "This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Expiration Date": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Renewal Term": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Notice Period To Terminate Renewal": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Governing Law": "The terms and conditions set forth in Section 10.2 (Governing Law) through Section 10.19 (Mutual Drafting) of the Separation Agreement are hereby incorporated into this Section 8 as if fully set forth herein.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Most Favored Nation": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Non-Compete": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Exclusivity": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Customers": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Competitive Restriction Exception": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Employees": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Non-Disparagement": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Termination For Convenience": "This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Rofr/Rofo/Rofn": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Change Of Control": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Anti-Assignment": "in writing, the transfer or assignment to the SpinCo Group of such SpinCo IP Assets or the assumption by the SpinCo Group of such SpinCo IP Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Revenue/Profit Sharing": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Price Restrictions": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Minimum Commitment": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Volume Restriction": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Ip Ownership Assignment": "As between the Parties, all right, title and interest in and to all Licensed SpinCo IP shall be owned by SpinCo and the other members of the SpinCo Group, and Parent shall not acquire, and nothing contained herein shall be construed as conferring, by implication, estoppel or otherwise, any license or other right, title or interest in or to such Licensed SpinCo IP or any other Intellectual Property owned by SpinCo or of any of its Group, except for the license granted to Parent pursuant to Section 3.1.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Joint Ip Ownership": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__License Grant": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Non-Transferable License": "Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensor": "use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing such Intellectual Property currently used in the SpinCo Business.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensee": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Irrevocable Or Perpetual License": "Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, and shall cause the other members of the SpinCo Group to grant to each individual member of the Parent Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, for use in the Parent Field, to (i) use, reproduce, distribute, display, perform, make Improvements and exploit the Licensed SpinCo IP, and (ii) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing the Licensed SpinCo IP.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Source Code Escrow": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Post-Termination Services": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Audit Rights": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Uncapped Liability": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Cap On Liability": "In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers, employees or agents) shall have any Liability or further obligation to the other Party by reason of this Agreement.", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Liquidated Damages": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Warranty Duration": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Insurance": "", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Covenant Not To Sue": "Neither Parent nor SpinCo shall make, and shall not permit any member of the Parent Group or SpinCo Group, as the case may be, to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against the other Party or any other member of the Parent Group or SpinCo Group, as the case may be, or any other Person released pursuant to Section 4.1(a) or Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(a) or Section 4.1(b).", "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Third Party Beneficiary": "If Parent enters an agreement to transfer the license granted to it under this Section 3.1 in connection with any sale or transfer of a Parent business, then SpinCo and members of the SpinCo Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Document Name": "JOINT VENTURE AGREEMENT", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Parties": "(\"NVOS\") AND HARVEST GOLD FARMS INC. (\"HGF\") FOR THE DEVELOPMENT, MANAGEMENT AND OPERATION OF HEMP FARMING AND MEDICINAL CROPS JOINT VENTURE AGREEMENT Dated as of December 19, 2019 This Joint Venture Agreement (the \"Agreement\") is entered into between Novo Integrated Sciences Inc., a Nevada Corporation with offices located at 11120 NE 2nd Street, Suite 200, Bellevue, Washington 98004, U.S.A (herein referred to as \"NVOS\") and Harvest Gold Farms Inc., a corporation organized under the laws of New Brunswick, Canada with offices located at 866 E. H. Daigle Blvd, Grand Falls, New Brunswick, E3Z 3E8, Canada (herein referred to as \"HGF\"). NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Agreement Date": "December 19, 2019", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Effective Date": "December 19, 2019", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Expiration Date": "The initial term of this Agreement shall, unless sooner terminated by consent of all parties, expires in five (5) years from the date of Effective Date.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Renewal Term": "It is understood that a subsequent renewal of a five (5) year term will be negotiated in good faith and shall carry terms very close to the original Agreement.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Notice Period To Terminate Renewal": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Governing Law": "New Brunswick, Canada", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Most Favored Nation": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Non-Compete": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Exclusivity": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__No-Solicit Of Customers": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Competitive Restriction Exception": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__No-Solicit Of Employees": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Non-Disparagement": "NVOS and HGF covenant and agree to make their best efforts to fully develop the Primary Projects as well as all projects associated to this agreement as per this agreement at all times faithfully, honestly and diligently perform or cause to be performed their obligations hereunder and to continuously exert best efforts to promote and enhance the business and in that regards they hereby covenant and agree, so long as this Agreement shall remain in effect, to operate the business, as to preserve, maintain and enhance the reputation of NVOS and HGF through the Company.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Termination For Convenience": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Rofr/Rofo/Rofn": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Change Of Control": "Any NVOS common stock issued to HGF, on or after the date hereof, is subject to pro-rata adjustment in the event that NVOS shall, prior to the issuance date, approve any forward stock split, reverse stock split or other capitalization re-structure.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Anti-Assignment": "During the term of this agreement NVOS shall have the right to assign, transfer or sell all or part of its interest in the agreement upon the terms and conditions herein, subject only to prior written notice to HGF.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Revenue/Profit Sharing": "The distribution will be based on NVOS audited review and will be made within three months of annual considerations on the basis of a seventy percent (70%) of net profit to NVOS and thirty percent (30%) of net profit to HGF.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Price Restrictions": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Minimum Commitment": "To provide a minimum of seven thousand (7000) acres for the Primary Project to be identified by each individual lot, including size, and its placement in the annual rotation as per SCHEDULE A.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Volume Restriction": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Ip Ownership Assignment": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Joint Ip Ownership": "The parties will work in a Joint Venture relationship with NVOS providing the development and operation of the project including sales and HGF providing the land, farming expertise, biomass and necessary approvals for the development of the agricultural project.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__License Grant": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Non-Transferable License": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Affiliate License-Licensor": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Affiliate License-Licensee": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Irrevocable Or Perpetual License": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Source Code Escrow": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Post-Termination Services": "Assign and direct operational staff from onset to agreement termination.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Audit Rights": "The Company's audited annual filing will be prepared in accordance to NVOS requirements for the purposes of consolidation on a US GAAP accounting basis.", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Uncapped Liability": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Cap On Liability": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Liquidated Damages": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Warranty Duration": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Insurance": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Covenant Not To Sue": "", "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Third Party Beneficiary": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Document Name": "CONTENT LICENSE AGREEMENT", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Parties": "XFN", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Agreement Date": "15TH DECEMBER 2001", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Effective Date": "EFFECTIVE DATE means 18 May 2000;", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Expiration Date": "This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Renewal Term": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Notice Period To Terminate Renewal": "This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Governing Law": "This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Most Favored Nation": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Non-Compete": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Exclusivity": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory:", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__No-Solicit Of Customers": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Competitive Restriction Exception": "XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__No-Solicit Of Employees": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Non-Disparagement": "(c) neither the Content nor any part thereof contains anything which is obscene, indecent, seditious, offensive, defamatory, threatening, liable to incite racial hatred, discriminatory, menacing or in breach of confidence;", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Termination For Convenience": "XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Rofr/Rofo/Rofn": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Change Of Control": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Anti-Assignment": "During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Revenue/Profit Sharing": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Price Restrictions": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Minimum Commitment": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Volume Restriction": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Ip Ownership Assignment": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Joint Ip Ownership": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__License Grant": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory: Source: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007 (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates; (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known. 2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a non-exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China: (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates; (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in -2- media now or hereafter known.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Non-Transferable License": "XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sub-license the Content to third parties for re-distribution to users.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Affiliate License-Licensor": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory: Source: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007 (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates; (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Affiliate License-Licensee": "CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory: Source: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007 (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates; (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Unlimited/All-You-Can-Eat-License": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Irrevocable Or Perpetual License": "(a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates; (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Source Code Escrow": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Post-Termination Services": "Upon termination of the Agreement: (a) CEIS shall terminate the transmission of the Content with immediate effect; and (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Audit Rights": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Uncapped Liability": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Cap On Liability": "XFN's only payment obligation to CEIS in consideration of the rights granted pursuant to this Clause 2 is set forth in Clause 4.", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Liquidated Damages": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Warranty Duration": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Insurance": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Covenant Not To Sue": "", "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Third Party Beneficiary": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Document Name": "MASTER SERVICES AGREEMENT", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Parties": "Clear Capital", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Agreement Date": "09/24/2018", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Effective Date": "09/24/2018", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Expiration Date": "The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Renewal Term": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Notice Period To Terminate Renewal": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Governing Law": "This Agreement shall be governed by and construed in accordance with the laws of the Arizona, without regard to the conflict of laws provisions thereof.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Most Favored Nation": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Non-Compete": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Exclusivity": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__No-Solicit Of Customers": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Competitive Restriction Exception": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__No-Solicit Of Employees": "Neither party shall, during the term of this Agreement and for one (1) year after its termination, solicit for hire as an employee, consultant or otherwise any of the other party's personnel who have had direct involvement with the Services, without such other party's express written consent, which shall not be unreasonably withheld.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Non-Disparagement": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Termination For Convenience": "At any time that there is no uncompleted Statement of Work outstanding, either party may terminate this Agreement for any or no reason upon fifteen (15) days advance notice to the other.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Rofr/Rofo/Rofn": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Change Of Control": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Anti-Assignment": "Neither party shall assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the other party's express, prior written consent, which will not be unreasonably withheld.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Revenue/Profit Sharing": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Price Restrictions": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Minimum Commitment": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Volume Restriction": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Ip Ownership Assignment": "The parties agree that all drawings, documents, designs, models, inventions, computer programs, computer systems, data, computer documentation and other tangible materials authored or prepared by Contractor for Company as the work product required by a Statement of Work (collectively, the \"Works\"), are the property of Company to the extent that such Works were created by Contractor for Company over a time period for which Company has been invoiced and said invoice has been paid.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Joint Ip Ownership": "Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between Company and Contractor, nor shall anything in this Agreement be deemed to constitute Contractor or Company the agent of the other.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__License Grant": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Non-Transferable License": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Affiliate License-Licensor": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Affiliate License-Licensee": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Unlimited/All-You-Can-Eat-License": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Irrevocable Or Perpetual License": "To the extent that Contractor incorporates any of Contractor's Information into the Works, Contractor hereby grants to Company a royalty-free, non- exclusive perpetual license (including the right to grant a sublicense) to use, copy, modify, create, derivative version, publicly perform and publicly display such Contractor's Information in connection with Company's business operations.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Source Code Escrow": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Post-Termination Services": "Consultant agrees that after Company pays Contractor in full, or after the termination of this agreement, Company may make any changes or additions to the software Consultant created for Company under this Agreement, which Company in Company's discretion may consider necessary, and Company may engage others to make any such changes or additions, without further payments to Consultant.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Audit Rights": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Uncapped Liability": "EXCEPT WITH RESPECT TO CONTRACTOR'S OBLIGATIONS PURSUANT TO PARAGRAPH 9 HEREOF, CONTRACTOR'S MAXIMUM LIABILITY TO COMPANY ARISING FOR ANY REASON RELATING TO CONTRACTOR'S PERFORMANCE OF SERVICES UNDER A STATEMENT OF WORK SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR FOR THE PERFORMANCE OF SUCH SERVICES.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Cap On Liability": "EXCEPT WITH RESPECT TO CONTRACTOR'S OBLIGATIONS PURSUANT TO PARAGRAPH 9 HEREOF, CONTRACTOR'S MAXIMUM LIABILITY TO COMPANY ARISING FOR ANY REASON RELATING TO CONTRACTOR'S PERFORMANCE OF SERVICES UNDER A STATEMENT OF WORK SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR FOR THE PERFORMANCE OF SUCH SERVICES.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Liquidated Damages": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Warranty Duration": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Insurance": "Throughout the term of this Agreement, Contractor shall maintain workers compensation insurance in the amount required by statute, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000) and professional errors and omissions insurance for bodily injury, property damage or other losses with coverage of at least one million dollars ($1,000,000), in connection with the provision of Services by Contractor pursuant to the terms of this Agreement.", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Covenant Not To Sue": "", "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Third Party Beneficiary": "" }